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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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 2
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GSR II Meteora Acquisition Corp.
May 4, 2023
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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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 3
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 3
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-

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 4
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 4
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-

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