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United States securities and exchange commission logo
February 22, 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.
Definitive Proxy Statement on Schedule 14A
Filed February 8, 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.
Definitive Proxy Statement filed February 8, 2023
General
1.Please describe what relationship existed between Oppenheimer and GSR II Meteora after
the close of the IPO, including any financial or merger-related advisory services
conducted by Oppenheimer. For example, clarify whether Oppenheimer had any role in
the identification or evaluation of business combination targets.  Please disclose whether
Oppenheimer assisted in the preparation or review of any materials reviewed by GSR II
Meteora's board of directors or management as part of their services to GSR II Meteora
and whether Oppenheimer has withdrawn its association with those materials and notified
GSR II Meteora of such disassociation. For context, include that there are similar
circumstances in which a financial institution is named and that Oppenheimer's
resignation indicates it is not willing to have the liability associated with such work in this
transaction.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 2
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 2
2.Please provide us with any correspondence between Oppenheimer and GSR II Meteora
relating to Oppenheimer's resignation.
3.Please provide us with the engagement letter between GSR II Meteora and Oppenheimer.
Please discuss the impact on GSR II Meteora of any ongoing obligations that survive
termination of the engagement under the engagement letter, including those that you
reference on pages 27-28.
4.Please provide us with a letter from Oppenheimer stating whether it agrees with the
statements made in your prospectus related to their resignation and, if not, stating the
respects in which they do not agree. Please revise your disclosure accordingly to reflect
that you have discussed the disclosure with Oppenheimer and it either agrees or does not
agree with the conclusions and the risks associated with such outcome. If Oppenheimer
does not respond, please revise your disclosure to indicate you have asked and not
received a response and disclose the risks to investors. Additionally, please indicate that
Oppenheimer withdrew from its role as underwriter and forfeited its fees, if applicable,
and that the firm refused to discuss the reasons for its resignation and forfeiture of fees, if
applicable, with management. Clarify whether Oppenheimer performed substantially all
the work to earn its fees.
5.Please revise your disclosure on page 114 under the risk factor captioned “Oppenheimer
has resigned from its financial advisory role…” to 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.
6.We note your disclosure on page 28 that “Oppenheimer was not expected to have a
significant role in the closing of the business combination.” Please revise to identify what
party, if any, will be filling Oppenheimer’s role.
7.We understand that Oppenheimer, the lead underwriter in your SPAC IPO, intends to
waive the deferred underwriting commissions that would otherwise be due to it upon the
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify the SPAC’s current relationship with Oppenheimer.
8.Please tell us whether you are aware of any disagreements with Oppenheimer regarding
the disclosure in your proxy statement. Further, please add risk factor disclosure that
clarifies that Oppenheimer was to be compensated, in part, on a deferred basis for its
underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet Oppenheimer is waiving such fees and disclaiming responsibility for
the proxy statement. Clarify the unusual nature of such a fee waiver and the impact of it
on the evaluation of the business combination.
9.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. Further, revise the risk factor disclosure to explicitly clarify that

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 3
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 3
Oppenheimer has performed all their obligations to obtain the fee and therefore is
gratuitously waiving the right to be compensated.
Q: What will the value of shares of PubCo common stock be, page 23
10.Please revise the table to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders at each redemption level, taking into
account not only the money in the trust account, but the post-transaction equity value of
the combined company. Your disclosure should show the impact of certain equity
issuances on the per share value of the shares, including the exercises of public and
private warrants, and the issuance of any earn-out shares under each redemption scenario.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 55
11.Please tell us, and revise to clarify if the $4 million of underwriting expenses incurred to
date were paid to Oppenheimer, or a different underwriter.
Our products and services may be exploited to facilitate illegal activity, page 66
12.Refer to the second and third paragraphs of this risk factor. Please place this risk factor in
context by describing the specific challenges implementing user due-diligence and other
compliance procedures given your business model.
If we fail to retain existing users or add users, page 67
13.Refer to the fourth to last bullet point regarding your fee model.  Please describe in a
separate risk factor the risks of modification of your fee model, including because of
changes to regulation of the markup on Bitcoin sold to users and the potential reputational
harm if your business model or marketing practices are perceived as targeting vulnerable
communities.
The further development and acceptance of cryptocurrency networks, page 75
14.Refer to your response to comments 14 and 17.  Please place this risk factor in context by
discussing how recent market disruptions or similar disruptions in the future may cause
reputational harm and explain how future market disruptions may otherwise impact your
business given the dependence on bitcoin adoption.  Please also address risks from the
direct or indirect effects of Bitcoin price declines or volatility, including factors that may
cause transaction volumes to correlate with declining prices or volatility notwithstanding
historical performance.  We note in this regard your disclosure in the last paragraph on
page 244.
The theft, loss, or destruction of private keys, page 81
15.Refer to your response to comment 12.  Please place the risk described in context by
disclosing here the current Bitcoin balance in Bitcoin Depot's hot wallets and the average
and maximum amounts held during the twelve months ended December 31, 2022.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 4
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 4
Business of Bitcoin Depot, page 231
16.Please disclose in this section the substance of your response to comment 17.  Please also
specifically address whether you have experienced any change in transaction volume in
the period following the FTX bankruptcy and related market disruptions.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bitcoin Depot
Key Business Metrics and Non-GAAP Financial Measures, page 247
17.We note your presentation of 'Adjusted Gross Profit' and 'Adjusted EBITDA.'  Please tell
us, and revise as appropriate, to address the following.
•Separate Non-GAAP indicators into a separate and distinct section apart from Key
Business Metrics.
•Tell us why you present 'Adjusted EBITDA Margin' which is calculated by dividing
'Adjusted EBITDA' by 'Adjusted Gross Profit', another Non-GAAP indicator, rather
than the most directly comparable GAAP metric, Net Income.  Refer to Item
10(e)(1)(A) of Regulation S-K and Question 102.10 in SEC C&DI on the Use of
Non-GAAP financial measures.
Summary of Critical Accounting Policies and Accounting Estimates, page 262
18.Please revise to present separately your accounting policy for cryptocurrency held-for-
investment and cryptocurrency held-for-sale within your critical accounting policy on
page 260, and your accounting policies on pages F-48 and F-82.  These should include
your impairment policies for both cryptocurrency held-for-investment and held-for-sale.
Please be thorough and cite the appropriate authoritative accounting literature that clearly
supports your determinations.
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements December 31, 2021 and 2020
Note 2. Summary of Significant Accounting Policies
(i) Revenue Recognition, page F-51
19.We note your response to prior comment 33.  In that comment, we asked for a robust
accounting analysis of your consideration of ASC 815 for accounting for these software
transactions as a derivative, citing relevant literature.  Your response did not provide this
analysis; therefore, we are reissuing that part of the comment.
Note 14 - Commitments and Contingencies, page F-71
20.You disclose on pages F-71 and F-100 that, "The Company has legal proceedings arising
in the normal course of business." We also note the new $22.3 million Canaccord Genuity
Corp. claim pending against you disclosed on pages F-73 and F-100.  As such, please
revise to disclose your consideration of loss contingencies required by ASC 450-20-50.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 5
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 5
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements Periods Ended September 30, 2022 (Unaudited) and
December 31, 2021
Note 2. Summary of Significant Accounting Policies
(e) Cryptocurrencies, page F-81
21.We note your response to prior comment 36 and your disclosure on page 244 that "Bitcoin
is now our sole cryptocurrency offering. Bitcoin represents over 99% of our total
transaction volume for each of the periods presented in this proxy statement, with the
remaining cryptocurrencies accounting for the remaining less than 1% of transaction
volume."  Please tell us the following regarding your crypo asset balances.
•Provide the ending crypto asset balance for every individual day during 2022.
•Provide the maximum crypto asset balance for every individual day during 2022.
22.We note your response to prior comment 36.  For cryptocurrency held-for-sale, your
response was not fulsome and did not address our concerns regarding your accounting
policy for impairment, or your significant 2021 impairment cost of $5.0 million (page
256) on net income of $5.9 million.  For those reason(s), we re-issue prior comment 36,
asking how you had no impairment on cryptocurrency held-for-sale in 2022 given the
volatility and decline in the price of Bitcoin and the fact that you hold cryptocurrency in
your hot wallet for periods of time.
23.You state in your response to prior comment 36 that you did not record any impairment
related to your investments in Ethereum during 2022, as the market price did not fall
below the adjusted carrying values.  Please provide us with quantified information to
support this statement, given Ethereum’s price history suggests that it was worth
significantly less in 2022 than during 2021.
Note 4. Recent Accounting Pronouncements, page F-92
24.We note your response to prior comment 37 that "Bitcoin Depot holds in its custody and
controls a limited amount of crypto in a hot wallet."  Please address the following
regarding Staff Accounting Bulletin No. 121 ("SAB 121") and bifurcate each response for
all types of cryptocurrency transaction (BM kiosk, BDCheckout, or directly by an OTC
trade), that a user may experience.
•Provide a detailed example, complete with a timeline, of a customer transaction from
when a customer puts in a request to purchase cryptocurrency until the order is
fulfilled.
•Tell us the typical holding period between customer purchase request and order
fulfillment.
•Tell us the average holding period between customer purchase request and order
fulfillment.
•Discuss how you account for orders that are not fulfilled and quantify orders not
fulfilled during the periods presented.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 6
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 6
•During the custody period when you hold the cryptocurrency in your hot wallet,
address who has the risk of loss - you or the customer.
•During the custody period when you hold the cryptocurrency in your hot wallet,
address how you account for price volatility (e.g., the price of the underlying
cryptocurrency increases or decreases).
•Tell us in detail how you evaluate each transaction for impairment in the event of
price decreases.
25.We note your disclosure that when using a Bitcoin Depot kiosk to purchase bitcoin, users
can create and use a Bitcoin Depot-branded wallet (un-hosted and non-custodial), that is
facilitated through an unaffiliated third-party.  We further note your disclosure that
Bitcoin Depot is not liable for any losses users may experience because Bitcoin Depot
does not have access to users’ wallets or their private keys.  Please provide us with the
following additional information concerning this wallet service offering to your users.
•Tell us whether you entered into a contractual agreement with the unaffiliated third
party to provide Bitcoin Depot-branded wallets for your users. Provide us with a
summary of the significant terms of any such agreement. Explain whether and how
you are paid for your wallets and how the third party is paid for facilitating wallet
creation.
•Tell us whether users enter into an agreement with Bitcoin Depot or the unaffiliated
third-party in order to create and use a Bitcoin Depot-branded wallet.
•Tell us whether the users and/or unaffiliated third party maintains the cryptographic
key information necessary to access the users’ bitcoin.
•Tell us how you do not have access to, or any risk of loss related to, user wallets that
are accessible via the Bitcoin Depot mobile app.
•Explain how you considered that SAB 121 applies to entities that have obligations to
safeguard crypto-assets held for their users and their agents. Tell us whether you
believe the unaffiliated third-party who is facilitating the creation of Bitcoin Depot-
branded wallets is an agent acting on your behalf and provide us detailed i