SecProbe.io

United States securities and exchange commission logo
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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 26, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Crypto Assets
cc:       Steven Stokdyk