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                               May 26, 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 May 12, 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.

       Revised Preliminary Proxy Statement on Schedule 14A

       General

   1.                                                   Please update your
financial statements pursuant to Rule 8-08 of Regulation S-X. In
                                                        addition, update
applicable disclosure and relevant management's discussion and analysis
                                                        as appropriate.
   2.                                                   We note your response
to prior comment 3 and reissue it in part. Please 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
 Lewis Silberman
GSR II Meteora Acquisition Corp.
May 26, 2023
Page 2
      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.
Business of Bitcoin Depot
Gemini, page 246

3.    We note your response to our prior comment 7. Please revise to disclose
why you hold
      USD balances at Gemini and how those balances are utilized. Please also
discuss, to the
      extent material, any risks associated with maintaining USD balances at
Gemini that are
      not federally insured in light of Gemini   s status as a creditor in the
Genesis bankruptcy.
        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 26, 2023 Page 2
cc:       Steven Stokdyk
FirstName LastName