Seperately Filed Delaying Amendment Under Securities Act Rule 473 to Delay Effectiveness of a 1933 Act Registration Statement (del Am)

June 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: Delaying Amendment for Meta Materials Inc. Registration Statement on Form S-3 (File No. 333-265371)

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-265371) filed with the Securities and Exchange Commission (the “Commission”) by Meta Materials Inc. on June 2, 2022 (the “Registration Statement”). Pursuant to Rule 473(c) of the Securities Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement:

“The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.”

No fees are required in connection with this filing. If you have any questions or comments in connection with this delaying amendment, please call Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C., at 858-350-2308, or Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C., at 858-350-2273, outside counsel to the Company.

 

Sincerely,

Meta Materials Inc.

/s/ Kenneth Rice

Kenneth Rice

Chief Financial Officer and Chief Operating Officer

 

cc:	Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C.