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United States securities and exchange commission logo
January 19, 2023
Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.
840 Park Drive East
Boca Raton, Florida 33432
Re:GSR II Meteora Acquisition Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 1, 2022
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 November 8,
2022 letter.
Revised Preliminary Proxy Statement filed December 1, 2022
General
1.Please disclose any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
Certain Defined Terms, page 3
2.You define cryptocurrency as "a digital currency designed to work as a medium of
exchange through a computer network." This definition appears to exclude any coin or
token not used as a peer to peer medium of exchange, and would appear to include
computer-based media of exchange such as in-game video game currency and online store

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incentives exchangeable for goods or services. We also note your use of "cryptocurrency"
throughout your description of Bitcoin Depot's activities and your disclosure that Bitcoin
Depot's offering is now limited to the sale and (in limited cases) purchase of bitcoin.  For
clarity, please revise "cryptocurrency" to "bitcoin" as appropriate, or disclose the process
by which Bitcoin Depot will determine whether to offer additional crypto assets through
its kiosks and BDCheckout in the future.
Questions and Answers About the Proposals for PubCo Stockholders
Q: What interests do the current officers and directors of PubCo have in the business
combination?, page 26
3.Refer to your response to comment 4. We note that you describe certain transaction costs
payable by the Sponsor on page 109 that will be payable regardless of whether the
transaction completes. Please include these and any other transaction costs in your
disclosure of the aggregate costs on pages 26 to 27, 40 to 41, 151 to 152 and 160 to 161.
Summary of the Proxy Statement
Organizational Structure, page 43
4.Please include post-closing ownership percentages for the entities in the diagram.
Board of Directors of PubCo Following the Business Combination, page 43
5.Refer to your response to comment 7. Please confirm that to the extent you determine to
avail yourself of the corporate governance exemptions under the Nasdaq Listing
Rules, you will provide the disclosure called for by Instruction 1 to Item 407(a) to
Regulation S-K.
Risk Factors, page 57
6.Refer to your response to comment 45.  Please remove the language in your risk factors on
pages 99 and 118 stating that there, "has been limited precedents for the financial
accounting of cryptocurrencies and related valuation and revenue recognition...and
financial condition."  As noted previously, we observe that the FASB codification is the
source of authoritative generally accepted accounting principles and that there is
codification guidance whose scope applies to your transactions.
7.You state that you “replenish [y]our hot wallet from time to time through open market
purchases of cryptocurrency with certain liquidity providers.”  To the extent material,
please describe any risk to you, either direct or indirect, from excessive redemptions,
withdrawals, or a suspension of redemptions or withdrawals, of crypto assets at your
relevant liquidity providers, if applicable.
8.To the extent material, please discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets.  For example, discuss how market conditions
have affected how your business is perceived by customers, counterparties, and regulators,

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and whether there is a material impact on your operations or financial condition.
9.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations.  Please describe any material risks you face from
unauthorized or impermissible customer access to your products and services outside of
those jurisdictions.
10.Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
11.Please describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto asset
markets.
12.Please describe any material risks related to safeguarding your crypto assets. Describe any
material risks to your business and financial condition if your policies and procedures
surrounding the safeguarding of crypto assets, conflicts of interest, or comingling of assets
are not effective.
13.To the extent material, please describe any gaps your board or management have
identified with respect to risk management processes and policies in light of current crypto
asset market conditions as well as any changes they have made to address those gaps.
14.To the extent material, please describe any of the following risks from disruptions in the
crypto asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
Risks Related to Government Regulation and Privacy Matters, page 57
15.Refer to your response to comment 12, including your statement that you do not believe
"Bitcoin Depot is currently required to obtain money transmitter licenses or any other
required licenses in the other jurisdictions in which it operates." Please expand your
disclosure as to how you arrived at this belief, and expand your risk disclosure in the event
that you are found not to have obtained a required license for your activities in a state.

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The consummation of the business combination..., page 102
16.Refer to your disclosure in (i)(y) and (ii) of this risk factor.  Please disclose how you will
notify shareholders prior to the vote if a significant number of state regulators deny to
consent to the change in control and describe the risk to investors that you will be
permitted to close the transaction if regulators in states representing up to 20% of your
revenue object to the transaction or to BT OpCo’s operations in their state, and that
investors may therefore own shares in a combined group with significantly reduced
revenue.
Business of Bitcoin Depot, page 226
17.To the extent material, please discuss how the recent bankruptcies of crypto asset market
participants and the downstream effects of those bankruptcies have impacted or may
impact your business, financial condition, customers, and counterparties, either directly or
indirectly.  Clarify whether you have material assets that may not be recovered because of
the bankruptcies or may otherwise be lost or misappropriated.
18.To the extent material to an understanding of your business, please describe any direct or
indirect exposures to other counterparties, customers, custodians, or other participants in
crypto asset markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
19.Refer to your response to comment 1 and your disclosure on page 226 that you allow
customers to sell "cryptocurrency to us in exchange for cash." Please clarify whether
customers may sell cryptocurrency other than bitcoin to you using your kiosks. If not,
please clarify that customers may sell bitcoin at certain kiosks.
20.Refer to your response to comment 23. Please disclose whether transfers require executive
or management-level approval and disclose whether the private keys are stored in the
United States or Canada, or in a jurisdiction where you do not maintain kiosk operations.
21.We note your disclosure that you source all of your kiosks from Genmega. To the
extent your relationship with Genmega is material to Bitcoin Depot's business, please
disclose the material terms of any agreements with Genmega and expand your risk factor
disclosure to cover the risk that your purchasing relationship with Genmega may cease
and the challenges of finding a replacement kiosk provider.
22.You state on page 236 that you "hold an amount of cryptocurrency in a hot wallet that
[you] own..." and that you "replenish [your] hot wallet from time to time through open
market purchases of cryptocurrency with certain liquidity providers." Please disclose

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whether the price for crypto assets that you charge a customer is based upon the price paid
by you to your liquidity providers, or the spot price at the time of the customer's
transaction. If the former, please disclose any risks related to fluctuations in crypto asset
prices between the time of purchase and onward sale to customers that you face.
23.To the extent material to an understanding of your business, please discuss any steps you
take to safeguard your customers’ crypto assets and describe any policies and procedures
that are in place to prevent self-dealing and other potential conflicts of interest.  Describe
any policies and procedures you have regarding the commingling of assets, including
customer assets, your assets, and those of affiliates or others.  Identify what material
changes, if any, have been made to your processes in light of the current crypto asset
market disruption.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bitcoin Depot, page 240
24.Refer to your response to comment 31.  You disclose that you maintain a low balance of
cryptocurrency - typically less than $0.5 million - and that you transact almost exclusively
in Bitcoin.  Given that your crypto asset balance was $6.6 million at December 31, 2021,
and $6.0 million was in Ethereum, please include additional disclosures in your next
amendment discussing these balances.
25.Given the low balance of cryptocurrency, please tell us the following regarding your
replenishment process:
•Address how the Company monitors the real time notifications and activities of
customer requests for the purchases and sales of crypto assets and how this equates to
the Company's buying and selling activities in order to maintain sufficient inventory
of crypto assets on hand to meet customer demand; and
•Address if you have had instances where you have not had sufficient crypto assets in
inventory in order to execute customer transactions, and if not, the steps taking to
perform execution of the transactions.
26.We note your response to comment 34 related to fees.  For BTM kiosk transactions,
you charge a $3 flat fee and for BDCheckout transactions, you charge a $3.50 flat fee that
is equal to the fee charged by Incomm to facilitate BDCheckout transactions.  Please
clarify if you pass along any of the $3 flat fee for BTM kiosk transactions, or if it all
represents net revenue.  And clarify if you pass along the entire $3.50 flat fee on
BDCheckout transactions, or if there is no net revenue from flat fees on BDCheckout
transactions.
27.We note your responses to comments 34, 35, 53, and 54 related to prices used in
cryptocurrency transactions, including mark-ups.  We disagree with your assertion that
mark-up information is not meaningful to an investor's understanding of your profitability
over time.  Please tell us, and revise your next amendment, to address the following
regarding these mark-ups:

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•Your mark-up percentages or a range of mark-up percentages, by transaction type
(BTM kiosk, BDCheckout, Bitcoin Depot website) in the periods presented; and
•Specifically, how these mark-up percentages are determined, taking into account
transaction volume, location, demand, etc.
28.Please tell us how your balance of kiosks-owned and kiosks-leased on the Consolidated
Balance Sheets in the periods presented reconciles with the key business metric installed
kiosks presented on page 242.  For example, we noted that kiosks - leased was exactly the
same at December 31, 2021, June 30, 2022 (as presented in your last filing) and
September 30, 2022, kiosks - owned changed slightly during those periods, but installed
kiosks increased from 6,220 to 6,955 to 6,787 at December 31, 2021, June 30, 2022, and
September 30, 2022, respectively.
29.To the extent material, please discuss whether the crypto assets you own serve as
collateral for any loan, margin, rehypothecation, or other similar activities to which you or
your affiliates are a party.  If so, identify and quantify the crypto assets used in these
financing arrangements and disclose the nature of your relationship for loans with parties
other than third-parties.  State whether there are any encumbrances on the collateral.
 Discuss whether the current crypto asset market disruption has affected the value of the
underlying collateral.
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements December 31, 2021 and 2020
Note 2. Summary of Significant Accounting Policies
(e) Cryptocurrencies, page F-48
30.Refer to your response to comment 48.  We note that the Company provides services
whereby customers can sell their crypto assets to the Company through a BTM.  As it
relates to this service offering, please address the following:
•Quantify the revenue year-to-date in 2022, as well as for 2021, and 2020;
•Indicate the fiat currency available for withdrawal and if there are any limitations on
the amount of cash that can be withdrawn, as well as the process for replenishing
ca