June 27, 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

Kevin Woody

Evan Ewing

Jay Ingram

Re:

Carbon Revolution Public Limited Company

Registration Statement on Form F-4

Filed June 14, 2023

File No. 333-270047

Dear Ms. Hooker:

This letter is submitted on behalf of Carbon Revolution Public Limited Company (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 Amendment No. 2 to the Company’s Registration Statement on Form F-4 filed on June 14, 2023 (the “First Amended Registration Statement”), as set forth in your letter dated June 26, 2023 addressed to David Nock, General Counsel of Carbon Revolution Ltd.

Amendment No. 2 to Registration Statement on Form F-4 filed June 14, 2023

Exhibits

Please provide the unredacted version of the Proceeds Disbursing and Security Agreement, dated May 23, 2023.

RESPONSE: The Company respectfully advises the Staff that the Company has provided to the Staff the unredacted version of the Proceeds Disbursing and Security Agreement, dated May 23, 2023.

*****

Please direct any questions regarding the Company’s responses to me at (212) 453-7203 or jletalien@goodwinlaw.com.

	Sincerely,
	/s/ Jeffrey A. Letalien

cc:	Jacob Dingle, Carbon Revolution Ltd. David Nock, Esq., Carbon Revolution Ltd. Jocelyn Arel, Esq., Goodwin Procter LLP Alexander Mackinnon, Esq., Herbert Smith Freehills Connor Manning, Esq., Arthur Cox LLP Christian Nagler, Esq., Kirkland & Ellis LLP Peter Seligson, Esq., Kirkland & Ellis LLP