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CARBONMETA
TECHNOLOGIES, INC.

13110
NE 177th Place, #145

Woodinville,
WA 98072

December
7, 2022

United
States

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Energy & Transportation

Washington,
DC 20549

    Re:
    CarbonMeta
    Technologies, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    October 11, 2022

    File
    No. 333-266424

To
Whom It May Concern:

On
behalf of the Company, this letter sets forth the responses of the Company to the comments of the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated October 24, 2022 (the “Comment
Letter”) regarding the Staff’s review of the Company’s Amendment No. 2 to Registration Statement on Form S-1 submitted
October 11, 2022 (File No. 333-266424) (the “Filing”). The Company’s responses set forth below correspond to
the comments as numbered in the Comment Letter.

Amendment
No. 2 to Registration Statement on Form S-1/A filed on October 11, 2022

License
Agreements, page 4

General

    1.
    Please
    disclose the minimum sums you must pay under the license with University of Oxford Innovation in license year 3 and in license year
    4 and thereafter.

    Response:

    In
    response to the Staff’s comments, the Company has further expanded on the sums due under its Agreement with
    Oxford University Innovation by stating “that whether or not sales are recognized the Company is subject to a minimum payment
    of £5,000 per year for license years 1 and 2, £3,000 for license year 3 and £1,000 for license year 4 and each
    license year thereafter.”

    2.
    Please
    clarify, if true, that the process you have licensed from University of Oxford Innovation for producing hydrogen and carbon products
    from waste plastics has not been demonstrated on a larger scale, and it is not yet known whether the process will be cost- effective
    or profitable to implement on a larger scale. Disclose at what scale the process has been demonstrated.

    Response:

    In
    response to the Staff’s comments, the Company has inserted the following disclaimer on page 4 of the Registration Statement.
    “The process that the Company licensed
    from University of Oxford Innovation for producing hydrogen and carbon products from waste plastics has not been demonstrated on
    a larger scale. It is not yet known whether the process will be cost-effective or profitable to implement on a larger scale. The
    Company has conducted tests to prove the percentage of carbon nanotubes up to 10 grams. The Company is working with a microwave reactor
    company to help demonstrate this process at a scale of 100 kilograms and 1,000 kilograms per day.”

 3. Please
                                            revise your disclosure to discuss the extent to which you have or have not met your development
                                            plan set forth in the license agreement with the University of Oxford Innovation.
                                            Disclose that University of Oxford Innovation may terminate the license due to the company
                                            not using commercially reasonable efforts to develop, exploit and market the licensed technology
                                            in accordance with the development plan.

Response:

In response to the Staff’s
comments, the Company has inserted the following disclaimer on page 4 of the Registration Statement.

The
Company has met the following milestones of its development plan set forth in the license agreement with Oxford University Innovation:

    ●
    September
    2021: establish subsidiary in Oxford, United Kingdom

    ●
    March
    2022: produce 0.025 kilograms per day of marketable carbon nanotubes

The
Company is actively engaged in achieving the following milestones of its development plan set forth in the license agreement with University
of Oxford Innovation:

    ●
    September
    2022: produce 0.5 kilograms per day of marketable carbon nanotubes

    ●
    March
    2023: 10 kilograms per day of marketable carbon nanotubes

Oxford
University Innovation may terminate the license due to the company not using commercially reasonable efforts to develop, exploit and
market the licensed technology in accordance with the development plan.

Prospectus
Summary, page 4

    4.
    You
    disclose that “CarbonMeta Technologies and University of Oxford are working together on commercializing a microwave catalysis
    process for producing hydrogen and carbon products from waste plastics.” Please disclose how the company and the University
    of Oxford are working together on commercializing the process beyond your obtaining a license to the process from University of Oxford
    Innovation, the technology transfer arm of the University of Oxford.

    Response:

    In response to the Staff’s comments, the Company
    has inserted the following language pertaining to its relationship with the University of Oxford on page 4 of the Registration Statement.
    “From
    July through September 2022, CarbonMeta Technologies and University of Oxford worked together on a project with a global multi-energy
    provider based in Europe to assess the feasibility of processing mixed plastic waste into clean hydrogen fuel and value-added carbon
    products using microwave catalysis on a large commercial scale.”

    5.
    In
    your response to prior comment 5, you indicated that the revised disclosure set forth in the response letter was included in the
    Form S-1; however, no such disclosure was provided. Please include this disclosure in the next amendment to the Form S-1.

    Response:
    In response to the Staff’s comments, the Company has inserted the following disclaimer on pages 6-7 of the Registration
    Statement.

Governmental
Regulation

At
this moment, the Company is not subject to governmental and environmental regulations. As such the Company’s research subsidiary,
CarbonMeta Research Ltd., will be prototyping and refining novel technologies, such as microwave catalysis of plastics and methane, and
then transferring those developed and patented technologies into joint venture subsidiary companies.

Each
joint venture subsidiary company would be subject to certain foreign, federal, state and local regulatory requirements relating to environmental,
and health and safety matters; and will operate in compliance with the applicable regulatory requirements.

If
we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could harm our business.

When
each joint venture subsidiary company becomes operational, the Company will disclose the material costs and liabilities that arose and
may arise from these applicable regulatory requirements.

If
a joint venture subsidiary company fails to comply with appropriate regulatory requirements, then the Company could be held liable for
any resulting damages, and any liability could exceed the Company’s resources. The Company also could incur significant costs associated
with civil or criminal fines and penalties for failure to comply with such laws and regulations.

In
addition, the Company may incur substantial costs in order to comply with current or future environmental, health and safety laws and
regulations. These current or future laws and regulations may impair the Company’s discovery, preclinical development or production
efforts. The Company’s failure to comply with these laws and regulations also may result in substantial fines, penalties or other
sanctions.

The
Offering, page 10

 6. In
                                            response to prior comment 6, you disclose that the anti-dilution provisions of the convertible
                                            notes and warrants are triggered only if the company issues a new convertible note or warrant
                                            with a conversion price less than the pre-existing note or warrant. It appears that these
                                            anti-dilution provisions are also triggered by convertible notes and warrants that were outstanding
                                            at the time the convertible notes and warrants with these anti-dilution provisions were issued.
                                            Please provide your analysis of how the anti-dilution provisions operate with reference to
                                            specific terms of the anti-dilution provisions. In addition, tell us why the conversion exercise
                                            prices of the convertible notes and warrants have not already been reset pursuant to the
                                            anti-dilution provisions.

Response:

The
conversion exercise prices of the convertible notes and warrants were not reset pursuant to the anti-dilution provisions because the
note holder must first notify the Company before such action is taken. To date, the Company has not been notified by any of the note
holders to reset the conversion exercise prices of the convertible notes and warrants.

 7. Please
                                            revise the disclosure of the anti-dilution provisions of the notes and warrants that you
                                            took from the governing document on page 10 to only include a plain English description of
                                            the anti-dilution provisions and how they impact the conversion and exercise prices of the
                                            notes and warrants. You may include a more detailed description in a location other than
                                            the summary description of the offering.

Response:
In response to the Staff’s comments, the Company has revised the disclosure of the anti-dilution provisions of the
notes and warrants to include a plain English description of these provisions and how they impact the conversion and exercise prices
of the notes and warrants.

Risk
Factors, page 15

 8. You
                                            disclose in the table on page 28 that you could be required to issue over 33.1 billion shares
                                            upon conversion of outstanding convertible notes based on the current market price of your
                                            shares and significantly more at prices below the current market price. Please add risk factor
                                            disclosure that addresses the following risks:

    ●
    You
    do not have enough authorized common shares to issue upon conversion of your convertible notes, warrants and convertible preferred
    stock;

    ●
    The
    impact on the company under the terms of the convertible notes, warrants and convertible preferred stock if the company has insufficient
    shares reserved or authorized for issuance on conversion of these securities;

    ●
    Why
    you have continued to issue, and whether you intend to continue to issue, convertible notes and warrants when you do not have sufficient
    authorized shares to meet the potential conversion and exercise demands under outstanding instruments;

    ●
    Lloyd
    Spencer can increase the number of authorized common or preferred shares to any amount even if other shareholders disagree since
    Mr. Spencer holds high-voting securities and has voting control over any matter submitted for shareholder approval; and

    ●
    Such
    increases in authorized common or preferred shares and the issuance of a significant number of shares upon conversion and exercise
    of the convertible notes and preferred stock and exercise of the warrants would have a negative impact on the price of the company’s
    shares and significant dilutive effects on company shareholders.

Response:
In response to the Staff’s comments, the Company has revised the S-1 document as follows:

As of the date
of this filing, the Company has 19,014,386,254 shares of common stock outstanding. In the event the Company were required to issue additional
shares of common stock for the conversion of all outstanding convertible notes, the Company would have a deficit of available shares
of common stock to issue. As such, the Company may be required to increase the number of shares of authorized common stock or implement
a reverse stock split of its outstanding common stock in order to have the required number of shares to issue. Lloyd Spencer, the Company’s
sole officer and director, can increase the number of authorized common or preferred shares to any amount even if other shareholders
disagree since Mr. Spencer holds high-voting securities (Series G Preferred Stock) and has voting control over any matter submitted for
shareholder approval. Such increases in authorized common or preferred shares and the issuance of a significant number of shares upon
conversion and exercise of the convertible notes and preferred stock and exercise of the warrants would have a negative impact on the
price of the company’s shares and significant dilutive effects on company shareholders.

Beginning in
2021, the Company began working cooperatively with note holders to extinguish dilutive convertible notes, as well as working cooperatively
with note holders to amend dilutive convertible notes with fixed conversion rates. The company continues to work cooperatively with note
holders with the objective of extinguishing or renegotiating dilutive convertible notes, although we can offer no guarantee that these
negotiations will be successful.

Our
sole officer and director holds a significant percentage of our outstanding voting securities..., page 26

    9.
    Please
    expand this risk factor to address the potential risks and conflicts of interest presented by the ability of Lloyd Spencer to retain
    majority control of the company’s voting power while reducing, potentially significantly, his economic interest in the company’s
    shares. Explain to what extent he may be able to sell his economic interest in your common shares yet retain control over the company
    by maintaining his Series G preferred shares (or some combination of preferred shares and common stock) taking into account your
    outstanding shares and potential sales in your offering.

    Response:
    In response to the Staff’s comments, the Company has revised the S-1 document as follows:

    In
                                            response to the Staff’s comments, the Company has inserted the following disclaimer
                                            within its Risk Factor on page 26. “There exists the potential risk and conflict of
                                            interest presented by the ability of Mr. Spencer to retain majority control of the Company’s
                                            voting power while reducing, potentially significantly, his economic interest in the Company’s
                                            shares. Although Mr. Spencer may be able to sell his entire economic interest in the Company’s
                                            common stock, Series D Preferred Stock and Series E Preferred Stock, Mr. Spencer would retain
                                            control over the company by maintaining his Series G Preferred Stock.”

Description
of Securities, page 34

 10. In
                                            light of the fact that you do not have enough common shares authorized to meet your obligations
                                            under your outstanding debt and other securities, please provide a table that shows the total
                                            number of shares you could be required to