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CORRESP
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CORRESP

 FOIA Confidential Treatment Request

Under 17 C.F.R §200.83

 10250 Constellation Blvd., Suite 1100

 Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

 www.lw.com

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 November 30, 2022

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Washington, D.C.

 VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Christopher Wall

J. Nolan McWilliams

 David Irving

 Bonnie Baynes

 Division of
Corporation Finance

 Office of Finance

RE:
 GSR II Meteora Acquisition Corp.

Preliminary Proxy Statement Filed on Schedule 14A

Filed October 5, 2022

File No. 001-41305

To the addressees set forth above:

 On behalf
of our client, GSR II Meteora Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in its comment letter dated November 8, 2022 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the
Commission by the Company on October 5, 2022. Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) through
EDGAR.

 The Company respectfully requests confidential treatment for certain portions of this letter pursuant to Rule 83 of the
Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this letter. The copy
filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version has been separately filed with the Commission.

 November 30, 2022

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2

 For your convenience, we have set forth each comment of the Staff from the Comment Letter in
bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.

Proxy Statement filed October 5, 2022

 General

1.
 We note your disclosure that Bitcoin Depot operates cash-to-cryptocurrency BTMs. Please clarify if your BTMs offer only the one-way exchange of
cash-to-cryptocurrency and, to the extent applicable, please provide detailed disclosure regarding any additional exchange services that your BTMs offer.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
pages 35, 226 and 245 of the Proxy Statement to clarify that Bitcoin Depot’s BTMs offer only the one-way exchange of
cash-to-cryptocurrency, with the limited exception of 38 BTMs (representing less than 1% of Bitcoin Depot’s total kiosks as of September 30, 2022), which also
provide users the ability to sell cryptocurrency to Bitcoin Depot in exchange for cash. Bitcoin Depot currently does not have plans to expand the ability of its users to sell cryptocurrency to it in exchange for cash.

Certain Defined Terms, page 3

2.
 Please clarify the distinction, if any, in the terms you use to refer to crypto assets, and add the terms
“cryptocurrency” and “digital assets” to your list of defined terms on page 2. If there is no distinction, please revise the filing to use a single defined term throughout.

Response: The Company respectfully acknowledges the Staff’s comment and has added the term “cryptocurrency” to the list
of defined terms on page 3 of the Proxy Statement. The Company has also revised the Proxy Statement to use the term “cryptocurrency” throughout.

Questions and Answers About the Proposals for PubCo Stockholders

Q: What equity stake will current PubCo stockholders, the Sponsor and BT Assets hold in PubCo..., page 19

3.
 Please revise the “fully diluted” share ownership table on page 20 to include all potential
sources of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the impact of any PIPE
investments and any Incentive Issuances.

 November 30, 2022

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 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on pages 21 to 22, 163 to 164 and 193 of the Proxy Statement accordingly. The Company also respectfully submits that it has not agreed on any PIPE investments or Incentive Issuances at this time and that if PIPE investments or
Incentive Issuances are agreed to in the future, the Company will add appropriate disclosure related to such PIPE investments or Incentive Issuances.

Q: What interests do the current officers and directors of PubCo have in the business combination?, page 24

4.
 Please revise to quantify the aggregate dollar amount and describe the nature of what the Sponsor and its
affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if appropriate.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 26 to 27, 40 to 41, 151
to 152 and 160 to 161 of the Proxy Statement accordingly. The Company also respectfully submits that the aggregate dollar amount that the Sponsor and its affiliates and the Company’s officers and directors have at risk that depends on the
completion of a business combination is $12,248,750, including the $12,223,750 used to purchase PubCo private placement warrants and the $25,000 used to purchase the shares of PubCo Class B common stock as disclosed on pages 26, 41, 151 to 152
and 160 to 161 of the Proxy Statement.

 Q: Do I have redemption rights?, page 25

5.
 We note that the Sponsor and PubCo’s directors and officers have agreed to waive their redemption
rights. Please describe any consideration provided in exchange for this agreement.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages iv, viii, 27 and 208 of the Proxy Statement accordingly.

Summary of the Proxy Statement

 Regulatory Matters,
page 36

6.
 Please discuss, including quantitatively if possible, how the regulatory environment in which you operate
has driven operating costs and strategy with respect to where you operate and what crypto assets you support through your BTMs and BDCheckout. Similarly revise the applicable risk factors and your Business section.

 November 30, 2022

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 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that the regulatory environment in which Bitcoin Depot operates, and regulatory requirements applicable to Bitcoin Depot, have driven Bitcoin Depot to employ a robust compliance team comprised of 13 individuals with almost 100 years of
collective experience in addition to several contractor support resources. Bitcoin Depot’s compliance personnel costs exceeded $1.6 million for the year ended December 31, 2021. Bitcoin Depot’s compliance programs and strategies
relate to its characterization as a money transmitter and a business undertaking activities in cryptocurrency, and the state licensing requirements applicable to Bitcoin Depot’s operations vary and continue to evolve. Substantially all of
Bitcoin Depot’s operating costs with respect to regulation and compliance is correlated with its transaction volumes, and mainly driven by payroll to employ a growing number of personnel to support the expansion of Bitcoin Depot’s
business. The Company has accordingly revised the disclosures on pages 38, 66, and 232 of the Proxy Statement to reflect the foregoing as applicable.

In light of regulatory requirements potentially applicable to Bitcoin Depot at the U.S. state level, Bitcoin Depot has revised the disclosures
on pages 38 and 76 of the Proxy Statement to provide that it currently operates in states where it has obtained the requisite licenses to the extent that the laws and regulations of such states clearly indicate that a license is required or where
state regulators have advised Bitcoin Depot that it needs a license to operate, and has limited expanding its operations to other states.

Lastly, the Company respectfully advises the Staff that, although Bitcoin Depot previously supported transactions through its BTMs in Bitcoin,
Ethereum and Litecoin, Bitcoin Depot has now limited transactions at its BTMs to Bitcoin only, further noting that transactions in Bitcoin accounted for over 99% of Bitcoin Depot’s total transaction volume for each of the periods presented in
the Proxy Statement.

 Board of Directors of PubCo Following the Business Combination, page 41

7.
 We note your statement that “PubCo expects to be a controlled company within the meaning of the Nasdaq
corporate governance standards, and may elect not to comply with certain Nasdaq corporate governance requirements.” Please confirm whether you intend to opt out of any corporate governance requirements under the Nasdaq Market Rules as a result
of being a “controlled company”.

 Response: The Company respectfully acknowledges the Staff’s
comment and advises that it has not determined whether it will opt out of any corporate governance requirements under the Nasdaq Market Rules as a result of being a “controlled company.” If the Company determines that it will opt out of
any corporate governance requirements under the Nasdaq Market Rules, the Company will add appropriate disclosure as to the corporate governance requirements it expects to opt out of.

 November 30, 2022

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 Summary Unaudited Pro Forma Condensed Combined Financial Information, page 50

8.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 22, 109 to 110 and 166
of the Proxy Statement accordingly.

 Risk Factors, page 54

9.
 We note that you include various references to insurance coverage in your risk factors section. Under an
appropriately captioned heading, please disclose the types of insurance coverage you carry, including any insurance that you or the third-party custodians with which you transact carry covering crypto assets held on your behalf or on behalf of
customers. Please disclose the amount of coverage, term, termination provisions, renewal options and limitations on coverage. To the extent you or the third-party custodians with which you transact do not carry insurance covering crypto assets,
please revise your disclosure to so clarify and expand your risk factor disclosure as appropriate. In addition, we note your disclosure on page 56 that you may self-insure against certain business risks and expenses where you believe you can
adequately self-insure against the anticipated exposure and risk or where insurance is either not available or deemed not cost-effective. Please expand your disclosure to describe the risks that you may self-insure against.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 59 of the Proxy Statement to add a summary of the types of insurance Bitcoin Depot carries, the amount of coverage, term, termination provisions, renewal options and limitations on coverage.

The Company also respectfully advises the Staff that because Bitcoin Depot does not hold cryptocurrency on behalf of its users, nor do any
third parties hold cryptocurrency on Bitcoin Depot’s behalf, Bitcoin Depot does not carry any insurance covering such cryptocurrency. Further, the Company advises the Staff that because the amount of cryptocurrency that Bitcoin Depot holds at
any given time and sells to its users is de minimis relative to the Bitcoin Depot’s total assets, Bitcoin Depot does not insure against any loss of such cryptocurrency. Further, Bitcoin Depot does not carry insurance covering the cash held in
its BTM kiosks. As a result, the Company and Bitcoin Depot have concluded that additional disclosure regarding insurance relating to such matters would not be applicable.

Major bank failure or sustained financial market illiquidity..., page 69

10.
 We note your disclosure under this heading that a “substantial portion of [y]our cash, cash equivalents
and interest-bearing deposits are either held at banks that are not subject to insurance protection against loss or exceed the deposit insurance limit.” Please revise to quantify the amount of your cash, cash equivalents and interest-bearing
deposits that you are referring to.

 November 30, 2022

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6

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the disclosure on page 72 of the Proxy Statement.

 We depend on major mobile operating systems and third-party
platforms..., page 72

11.
 We note your disclosure under this heading that you rely on third-party platforms for the distribution of
certain products and services and that “these distribution platforms often contain restrictions related to digital assets that are uncertain, broadly construed, and can limit the nature and scope of services that can be offered.” Please
expand your disclosure to explain the restrictions to which you are referring which could result in you no longer being able to offer your products and services through such platforms.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 75 of the Proxy Statement. The Company also respectfully advises the Staff that Bitcoin Depot is not currently subject to restrictions that could result in it no longer being able to offer its products or services through such platforms. The
subject risk factor is intended to cover a general risk that potentially could be relevant to Bitcoin Depot if a third-party platform such as Google Play or the Apple App Store were to impose additional, future restrictions on cryptocurrency-related
activities, to the extent any such restrictions could impact Bitcoin Depot’s ability to offer its products or services on the subject platform.

Risks Related to Government Regulation and Privacy Matters, page 73

12.
 We note that you are currently licensed to operate as a money transmitter in nine U.S. states, Puerto Rico
and the District of Columbia and that you operate in 47 states. Please identify the nine states in which you are currently licensed to operate as a money transmitter, and identify any states in which you have a money transmitter license application
pending. Please also confirm whether you believe you are not required to obtain a money transmitter license in the other jurisdictions in which you operate, or confirm what actions you are taking to obtain any required licenses.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosure on page 76 of the Proxy Statement. The Company also respectfully submits that Bitcoin Depot is currently licensed to operate as a money transmitter in Alabama, Alaska, Connecticut, Florida, Nevada, New Mexico, Rhode Island,
Vermont and Washington. Also, Bitcoin Depot ha