United States securities and exchange commission logo





                             May 4, 2023

       Lewis Silberman
       Co-Chief Executive Officer
       GSR II Meteora Acquisition Corp.
       418 Broadway, Suite N
       Albany, New York 12207

                                                        Re: GSR II Meteora
Acquisition Corp.
                                                            Revised Preliminary
Proxy Statement on Schedule 14A
                                                            Filed April 14,
2023
                                                            File No. 001-41305

       Dear Lewis Silberman:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional comments.
       Unless we note otherwise, our references to prior comments are to
comments in our February 22,
       2023 letter.

       Revised Preliminary Proxy Statement on Schedule 14A

       General

   1.                                                   We note your responses
to prior comments 1 and 5, as well as your revised risk factor
                                                        disclosure on page 119,
and we partially reissue the comments. Please revise to:
                                                            state that
Oppenheimer   s resignation indicates it is not willing to have the liability
                                                             associated with
its work in this transaction; and
                                                            specifically
highlight in this instance that Oppenheimer   s withdrawal indicates that it
                                                             does not want to
be associated with the disclosure or underlying business analysis
                                                             related to the
transaction.
   2.                                                   We note your response
to prior comment 3 and the added disclosure on page 29 regarding
                                                        the ongoing obligations
that survive termination of the engagement under the engagement
                                                        letter with
Oppenheimer. Please further revise, as requested, to discuss the impact on
 Lewis Silberman
FirstName  LastNameLewis
GSR II Meteora  AcquisitionSilberman
                            Corp.
Comapany
May  4, 2023NameGSR II Meteora Acquisition Corp.
May 4,
Page 2 2023 Page 2
FirstName LastName
         GSR II Meteora of the surviving obligations you reference or advise.
3.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
Questions and Answers about the Proposals for PubCo Stockholders
What are the potential impacts on the business combination and related
transactions..., page 29

4.       We note your response to prior comment 9 and the added disclosure on
pages 29 - 30.
         The added disclosure appears to address the factors that Oppenheimer
s decision to resign
         was based upon but does not clearly discuss any reasons for the fee
waiver. As previously
         requested, please disclose whether Oppenheimer provided you with any
reasons for the
         fee waiver. If there was no dialogue and you did not seek out the
reasons why
         Oppenheimer was waiving deferred fees, despite already completing
their services, please
         indicate so in your proxy statement.
Risk Factors
Our products and services may be negatively characterized by consumer advocacy
groups, the
media and certain federal...., page 70

5.       We note your response to prior comment 13 and the added risk factor on
page 70. Please
         revise the heading for this risk factor to reference the risks of
modification of your fee
         model because of changes to regulation of the markup on Bitcoin sold
to users.
Banks and financial institutions may not provide banking services..., page 72

6.       Please disclose whether you have experienced any of the issues with
your banking
         partners that you discuss generally in this risk factor that have
impacted or may impact
         your business, financial condition or results of operations. In
addition, in light of the risk
         factor disclosure you included on page 79 regarding the recent adverse
developments
         affecting the financial services industry, please revise to disclose
whether and to what
         extent you have made any material modifications or updates to your
policies and practices
         as it relates to your banking partners and related counterparties.
 Lewis Silberman
FirstName  LastNameLewis
GSR II Meteora  AcquisitionSilberman
                            Corp.
Comapany
May  4, 2023NameGSR II Meteora Acquisition Corp.
May 4,
Page 3 2023 Page 3
FirstName LastName
Business of Bitcoin Depot
Our Vendors/Suppliers, page 244

7.       Please revise to identify the cryptocurrency exchanges at which you
maintain cash
         balances in fiat wallets, including quantification as appropriate.
Please also identify and
         describe the particular third-party custodial services you utilize for
your hot wallets.
Lux Vending, LLC (DBA Bitcoin Depot)
Consolidated Financial Statements for the Years Ended December 31, 2022, 2021
and 2020
Consolidated Statements of Cash Flows, page F-27

8.       We note your disclosure on page F-31 that during the year ended
December 31, 2021, you
         purchased quantities of cryptocurrencies in excess of expected sales
that were sold
         customers, sold on exchange or distributed to the member, and that you
appear to have
         classified this activity as part of operating cash flows in the
Consolidated Statement of
         Cash flows. Please provide your accounting analysis supporting your
conclusion that this
         activity is properly classified within cash flow from operating
activities, instead of cash
         flows from investing activities.
Notes to Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
(e) Cryptocurrencies, page F-31

9.       Please revise your next amendment to state in your impairment policy
for
         cryptocurrencies, if true, that if the fair value of the
cryptocurrency decreases below the
         initial cost basis or the carrying value at any time during the
assessed period that you
         record impairment.
10.      We note your response to prior comment 24 that states: "Bitcoin Depot
controls the
         private keys associated with Bitcoin Depot   s hot wallets and the
related cryptocurrency
         held therein until such crypto is transferred to the user wallets." We
also note your
         disclosures on pages 264 and F-31 of: "The Company has control and
ownership over its
         cryptocurrencies which are stored in hot wallets using third-party
custodial services that
         are geographically dispersed." Please revise these disclosures in your
next amendment to
         clarify, if true, that Bitcoin Depot's custody of such crypto is
transferred to the user at
         sale. Further, given the high volume and rapid crypto sales in your
business,
         consider including an estimate of the timing of an average transfer.
Note 4: Related Party Transactions, page F-38

11.      We note your 2022 distribution to your Member of 2,760 ETH with a cost
basis of
         $4,566,713, the 2,021 ETH you received from the Member on November 3,
2022 with a
         cost basis of $1,778,041 that was immediately sold for cash of
$3,088,128 when you
         recognized a $1,310,087 gain on sale in cost of revenue. Please revise
to enhance
         your related party footnote to disclose all information required by
ASC 850-10-
 Lewis Silberman
FirstName  LastNameLewis
GSR II Meteora  AcquisitionSilberman
                            Corp.
Comapany
May  4, 2023NameGSR II Meteora Acquisition Corp.
May 4,
Page 4 2023 Page 4
FirstName LastName
         50, including the following:
             The nature of the related party relationship(s).
             A description of the transactions, including transactions to which
no amounts or
              nominal amounts were ascribed.
             If any obligation were paid, equity issued or services provided
related to the
              capital contribution, and how specifically it was valued.
             State separately amounts of related party transactions on the face
of the balance sheet,
              income statement and cash flow statement. Refer to guidance in
Rule 4-08 of
              Regulation S-X.
Note 10. Cryptocurrencies, page F-43

12.      We note your response to prior comments 18 and 22, your updated
accounting policy for
         impairment on page F-31, and your disclosures in Note 10 on page F-43
related to
         impairment on cryptocurrencies. Specifically, we note in response to
prior comment 22
         you stated that    the impairment amount did not include impairments
on cryptocurrencies
         held for sale to users    and in your response to prior comment 18 you
declared, "with
         regard to cryptocurrency held for sale...while impairments of
intangible assets are
         required disclosures, the subject amounts are not quantitatively
material because of the
         short duration of time between the purchases and sales of these
assets." Please respond to
         the following regarding your impairment testing for your
cryptocurrency assets:
             Explain how your impairment policy changed such that your
impairment amounts
              disclosed on pages F-43 and F-44 significantly increased in 2021
and 2022 from your
              prior amendment to the latest amendment filed April 14, 2023.
             Explain how you determined the impairment amounts in the periods
presented in the
              latest amendment filed April 14, 2023 and provide an illustrative
example of how the
              impairment amount was measured. To the extent that more than one
methodology is
              used to determine the impairment amounts for each of the periods
presented, please
              discuss each of them and provide an illustrative example of each
methodology.
             Tell us whether your methodology includes the use of more than one
FIFO pool for
              purposes of determining the adjusted cost-basis of your
cryptocurrency assets when
              the cryptocurrency assets are sold to customers or otherwise
disposed of. If so,
              discuss how the pool(s) are determined, and explain how the use
of more than one
              FIFO pool achieves compliance with the ASC 610-20-32-2
requirement to evaluate
              whether you meet the criteria to derecognize a distinct
nonfinancial asset, and, if so,
              recognize a gain or loss for the difference between the amount of
consideration
              measured and allocated to that distinct asset and the carrying
amount of the distinct
              asset.
Note 18. Commitments and Contingencies, page F-53

13.      We note your response to prior comment 20. Please revise your next
amendment to
         include discussion of the Canaccord Genuity Corp. contingency in Note
18 -
         Commitments and Contingencies. Please also provide a range of loss.
Refer to ASC 450-
 Lewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 5
      20-50-5 through 9.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact David Irving at 202-551-3321 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any other
questions.



                                                          Sincerely,
FirstName LastNameLewis Silberman
                                                          Division of
Corporation Finance
Comapany NameGSR II Meteora Acquisition Corp.
                                                          Office of Crypto
Assets
May 4, 2023 Page 5
cc:       Steven Stokdyk
FirstName LastName