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    April 7, 2023

    By EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Mindy Hooker

            Andrew Blume

            Evan Ewing

            Jay Ingram

            Re:

            Carbon Revolution Ltd.

            Registration Statement on Form F-4

            Filed February 27, 2023

            File No. 333-270047

    Dear Ms. Hooker:

    This letter is submitted on behalf of Carbon Revolution Ltd. (the “Company”) in response to the comments of the staff of the Division of
        Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s Registration Statement on Form F-4 filed on February 27, 2023 (the “Registration Statement”),

        as set forth in your letter dated March 24, 2023 addressed to David Nock, General Counsel of the Company (the “Comment Letter”). The Company is concurrently filing an Amended Registration Statement (the
        “Amendment No. 1”), which includes changes that reflect responses to the Staff’s comments, and updated information as of, and for the six months ended, December 31, 2022.

    For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff’s comments from
      the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses refer to Amendment No. 1. All capitalized terms used and not
      otherwise defined herein shall have the meanings set forth in the Registration Statement.

    The responses provided herein are based upon information provided to Goodwin Procter LLP.

    Registration Statement on Form F-4 filed February 27, 2023

    Market and Industry Data, page 6

          1.

            We note your disclosure that you obtained some of the market and industry data included in the registration statement from various third-party sources and that you have not independently verified this
              information. This statement appears to imply a disclaimer of responsibility for this information in the registration statement. Please either revise this section to remove such implication or specifically state that you are liable for all
              information in the registration statement.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 6 of Amendment No. 1 to address the Staff’s comment.

    Sources and Uses of Consideration Provided by Twin Ridge to MergeCo in the Business Combination, page 20

          2.

            It appears that the Cash and Investment Held in the Trust Account amount in the maximum redemption table does not reflect the impact of 100% of the Twin Ridge Class A ordinary shares being redeemed in connection
              with the business combination. Please clarify or update.

    RESPONSE: In response to the Staff’s comment, the Company respectfully believes that such disclosure is already included.  In the maximum redemption scenario, the table indicates
      that all $64 million cash and investment held in the Trust Account, as of March 10, 2023, will be returned to shareholders if 100% of the Twin Ridge Class A Ordinary Shares are redeemed in connection with the Business Combination.

    Market Price and Dividend Information

    Carbon Revolution, page 23

          3.

            Please revise to briefly discuss the reasons that trading of shares of Carbon Revolution was temporarily suspended on October 31, 2022 and also provide the current share price on ASX. Additionally, revise to
              state that shares of Carbon Revolution will cease to be quoted on the ASX after the closing of the business combination.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 24 of Amendment No. 1 to address the Staff’s comment.

    What interests do the current Twin Ridge shareholders and Twin Ridge’s other current officers and directors have…, page 32

          4.

            We note the disclosure that the personal and financial interests of the Sponsor as well as Twin Ridge’s executive officers and directors may have influenced their motivation in identifying and selecting Carbon
              Revolution as a business combination target. Please revise to discuss how the board considered those conflicts in negotiating and recommending the business combination.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 33, 36, 146, 148, 171 and 173 of Amendment No. 1 to address the Staff’s comment.

    Carbon Revolution’s or a third party’s information technology system…, page 63

          5.

            We note that there has been a previous instance of unauthorized access of Carbon Revolution’s IT systems and that when the issue was identified, access was terminated and steps were then taken to increase
              security. Please expand your disclosure to discuss the magnitude of the incident, its consequences and, if material, any impact to Carbon Revolution's financial condition. Additionally, please describe the extent and nature of the role of the
              board of directors in overseeing cybersecurity risks, including in connection with the Company’s supply chain/suppliers/service providers.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 66 of Amendment No. 1 to address the Staff’s comment.

    Tax Consequences of the Merger to U.S. Holders, page 117

          6.

            We note that you intend that the merger will qualify as a "reorganization" within the meaning of Section 368(a). Please revise your disclosures to more clearly state counsel's tax opinion on whether the
              transaction will qualify as a reorganization. Also, state in your disclosure that the discussion is the opinion of tax counsel and identify counsel. Whenever there is significant doubt about the tax consequences of the transaction, it is
              permissible for the tax opinion to use “should” rather than “will,” but counsel providing the opinion must explain why it cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Refer to Sections III.B and C of
              Staff Legal Bulletin 19.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 28 and 123 of Amendment No. 1 to address the Staff’s comment.

    Background to the Business Combination, page 148

          7.

            We note that financial projections without assumptions were presented to Twin Ridge on October 24, 2022 and revised projections with assumptions were presented to Twin Ridge and Craig-Hallum on November 13,
              2022. Please tell us whether the October 24, 2022 projections are materially the same as the projections included in the registration statement. If the projections are materially different, please explain these differences, what changes were
              made and why. Additionally, disclose any discussions relating to the assumptions underlying any projections.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 157 and 158 of Amendment No. 1 to address the Staff’s comment.

    Certain Unaudited Carbon Revolution Projected Financial Information, page 167

          8.

            Please expand your disclosure to discuss the material assumptions underlying your estimated backlog, quantifying where applicable. Additionally, please revise to disclose the number of years remaining in the
              lifetime of the programs included in the estimated backlog and the basis for, and risk related to, including backlog for years beyond CY2024.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on pages 175 and 176 of Amendment No. 1 to address the Staff’s comment.

    Unaudited Pro Forma Condensed Combined Financial Information, page 174

          9.

            We note your disclosure on page 178 that MergeCo intends to grant equity incentive awards equal to 5% of the number of issued and outstanding MergeCo ordinary shares immediately after the closing of the business
              combination. Please prominently disclose, if true, that the pro forma financial statements have not been adjusted to reflect such issuance. To the extent the compensation charge is expected to be material, please disclose as such and, if
              quantifiable, disclose the expected amount or range of the compensation charge.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 186 to address the Staff's comment that the unaudited pro forma condensed combined
      financial information has not been adjusted to reflect such issuance. Further, the Company will update the unaudited pro forma condensed combined financial information once the Carbon Revolution Board has approved the terms and conditions of the
      awards and communicated such terms to employees. The Company will also disclose the impact of the compensation charge once the amount can be quantified based on approved terms and conditions of the awards.

    Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022, page 179

            10.

                Please disclose on the face of the pro forma balance sheet the pro forma common stock issued and outstanding.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure accordingly on the face of the pro forma balance sheet on page 188 of Amendment No. 1 to
      address the Staff’s comment.

    Notes to Unaudited Pro Forma Condensed Financial Information

    1. Basis of Presentation, page 182

              11.

                    We note you "arithmetically derived" Twin Ridge's income statement for the year ended June 30, 2022 from other financial statements. Please clearly disclose your methodology for deriving the related
                      statement of operations. Also disclose the exchange rate(s) used in translating the Twin Ridge financial statements to Australian dollars.

    RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure accordingly on page 192 of Amendment No. 1 to address the Staff’s comment.

    3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 183

                12.

                        Regarding pro forma adjustment (b), please explain to us in greater detail and revise your disclosures to clarify what this adjustment represents and why it is necessary. In doing so, explain how you
                          determined the $34.6 million fair value of the Founder Shares and tell us why your pro forma statement of operations does not appear to reflect an adjustment for the corresponding compensation charge. Additionally, quantify the
                          fair value of the shares transferred to the directors and explain your consideration of whether a pro forma compensation charge is necessary given the assumed consummation of the recapitalization for pro forma purposes.

    RESPONSE: The Company respectfully advises the Staff that the basis of the pro forma adjustment for the Founder Shares is as follows:

          -

            In the first quarter of 2021, the Sponsor was awarded Twin Ridge Class B Ordinary Shares which automatically convert to Twin Ridge Class A Ordinary Shares on consummation of the Business Combination, pursuant to terms agreed in connection
              with Twin Ridge’s initial public offering.

          -

            The Company then considered whether the issuance of these shares should be considered under IFRS 2 Share-based Payments (IFRS 2) or IAS 32 Financial Instruments: Presentation (IAS 32). In making this assessment, the Company considered
              whether the shares were issued to the holders in their capacity as investors, whether they were issued at fair value and the commercial rationale for the issuance of the securities. The Company determined that the issuance of these shares
              should be accounted for using an IFRS 2 model for the following reasons: (i) the shares were issued for nominal consideration, (ii) Twin Ridge had previously determined the shares to have a fair value of $5.01, and (iii) the role of the
              Founders in the formation of Twin Ridge in the absence of employees acting in the capacity of management. This is in contrast to the accounting under US GAAP where the expense is recognized only when the service condition is probable of
              occurrence (i.e., when a special purpose acquisition company consummates a business combination).

          -

            IFRS2.13A requires that, where identified consideration received is less than the fair value of equity instruments issued, that this typically indicates that other unidentified services have been received by the relevant entity. The
              difference between fair value of the shares issued and consideration received, as of grant date, is recognized as a share based compensation charge under IFRS 2.

          -

            Twin Ridge had determined, through a concurrent award of shares to members of the Twin Ridge Board, that the fair value of Founder Shares was $5.01. Consequently, the Company determined the fair value of the total Founder Share award to be
              AUD $34.6M by reference to the $5.01 fair value per share in such award converted at the AUD/USD exchange rates on the relevant grant date, multiplied by the number of shares awarded to the Founders.

          -

            The Company then assessed the appropriate grant date, specifically, whether any performance conditions or in-substance  vesting conditions, such the conversion of any Twin Ridge Class B Ordinary Shares into MergeCo Ordinary Shares, applied
              with regard to the timing of recognition of the IFRS 2 charge. In considering this, the Company established that:

            i.

                the award of Founder Shares in the first quarter of 2021 was not subject to any performance or forfeiture conditions;

          ii.

            while the Founder Shares could not be redeemed or otherwise converted prior to the consummation of any business combination by Twin Ridge, they did have some fair value; and

          iii.

            as evidenced by the use of the Founder Shares as currency for other transactions with members of the Twin Ridge Board and third parties, the benefits of the shares had transferred to the Founders at initial grant.

    Therefore, the Company determined that the Founder Share grant date is the date of issuance, which was in the first quarter of 2021. As there is no contractual service period, the Company considered whether the
      presumption in IFRS 2.14 that for shares that vest immediately, that services had already been provided would apply. In considering this, the Company noted that unlike the director share awards, there was no contractual performance or forfeiture
      condition and there was no variability in the founder share conversion based on any eventual business combination (i.e., no transaction value or time-based metrics). On this basis, and because of the specific presumption, the Company determined that
      the IFRS 2 charge should be recognized in the first quarter of 2021, concurrent with the award of the Founder Shares and Twin Ridge’s IPO.

    As such, the Company determined that an IFRS 2 pro forma adjustment for the award of founder shares is required and