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CORRESP
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CORRESP

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 January 24, 2023

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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.

Amendment No. 1 to Preliminary Proxy Statement Filed on Schedule 14A

Filed December 1, 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 January 19, 2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission
by the Company on October 5, 2022 and Amendment No. 1 to the Preliminary Proxy Statement filed with the Commission by the Company on December 1, 2022. Concurrently with the filing of this letter, the Company has filed Amendment
No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) through EDGAR.

 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.

 Revised Preliminary Proxy Statement filed December 1, 2022

 January 24, 2023

 Page
 2

 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company and Bitcoin Depot do not
believe that any of the significant crypto asset market developments, including the price volatility of crypto assets, are material to understanding or assessing Bitcoin Depot’s business, financial condition and results of operation or the
Company’s share price since the Company’s last reporting period because, as disclosed on pages 235 and 243 to 244 of the Proxy Statement, Bitcoin Depot’s transaction volumes have not been correlated to the price of cryptocurrencies
historically, notwithstanding volatile cryptocurrency prices. For example, Bitcoin Depot’s revenue for the twelve months ended September 30, 2022 grew by 36% year-over-year, while the market price of Bitcoin declined more than 50% during
the same period. Moreover, because Bitcoin Depot does not custody any user assets and does not offer any lending functions, nor is there any commingling of user funds, it is not currently exposed to the same factors that many troubled companies in
the crypto space have had to face.

 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 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.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the definition of “cryptocurrency” in the Proxy Statement to mean “an asset that is issued and/or transferred using distributed ledger or blockchain technology,” and has also
revised the disclosure throughout the Proxy Statement to replace “cryptocurrency” with “Bitcoin” where applicable.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages
27, 42, 153 and 162 of the Proxy Statement to disclose the transaction costs payable by the Sponsor regardless of whether the transaction completes.

 January 24, 2023

 Page
 3

 Summary of the Proxy Statement

Organizational Structure, page 43

4.
 Please include post-closing ownership percentages for the entities in the diagram.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page
44 of the Proxy Statement to 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 48, 88, 169 and 277 of
the Proxy Statement to 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the subject language has been
removed from the Proxy Statement.

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.

 Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that because Bitcoin Depot does not custody consumer assets, Bitcoin Depot has no assets subject to customer withdrawal or redemption. Bitcoin Depot’s principal liquidity provider, Cumberland, does not
hold assets on behalf of counterparties and is therefore not subject to material redemption or withdrawal risk. Moreover, Bitcoin Depot has multiple other potential liquidity providers available to it.

 January 24, 2023

 Page
 4

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, and whether there is a material impact on your operations or financial condition.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as
discussed in the Proxy Statement and elsewhere herein, Bitcoin Depot’s historical results have not been correlated to the price of cryptocurrencies, notwithstanding crypto price volatility. For example, Bitcoin Depot’s revenue for the
twelve months ended September 30, 2022 grew by 36% year-over-year, while the market price of Bitcoin declined more than 50% during the same period. Moreover, because Bitcoin Depot does not custody any user assets and does not offer any lending
functions, nor is there any commingling of user funds, it is not currently exposed to the same factors that many troubled companies in the crypto space have had to face. The Company also respectfully refers the Staff to certain disclosure in the
Proxy Statement contemplating potential risks to reputational health that could stem from future developments related to crypto assets and crypto asset markets, including the below-listed risk factors, and has revised the risk factor beginning on
page 74 of the Proxy Statement to provide that such risk to Bitcoin Depot’s reputational health may be increased due to recent disruption in the crypto asset markets.

•

 “Our products and services may be exploited to facilitate illegal activity such as fraud, money
laundering, gambling, tax evasion, and scams. If any of our users use our business to further such illegal activities, our business could be adversely affected.”

•

 “Banks and financial institutions may not provide banking services, or may cut off services, to
businesses that engage in Bitcoin and/or other cryptocurrency-related activities, or that accept Bitcoin as payment, including financial institutions of investors in our securities, and we may be exposed to counterparty risk as a result.”

•

 “Due to unfamiliarity and some negative publicity associated with cryptocurrency-related businesses,
existing and potential users may lose confidence in cryptocurrency-related products and services which could negatively affect our business.”

•

 “We are subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or
our failure to comply with, any laws, rules and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.”

•

 “It may become illegal to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate
in blockchains or utilize similar cryptocurrencies in more countries, the incidence of which would adversely affect us.”

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.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the
Staff that, as disclosed in the Proxy Statement and prior correspondence with the Staff, Bitcoin Depot 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 also operates in jurisdictions where it does not believe it is required, or has been informed by the relevant
jurisdiction that it is not required, to obtain money transmitter licenses or any other required licenses. This belief is based on our analysis of the applicable laws and regulations and/or our communications with the regulators in the relevant
jurisdiction. The Company advises the Staff that clarifying language has been added to the risk factor beginning on page 77 of the Proxy Statement entitled, “—Any failure to obtain or maintain necessary money transmission
registrations and licenses could adversely affect our operations.” The Company also respectfully advises the Staff that Bitcoin Depot faces no material risks from unauthorized or impermissible user access to Bitcoin Depot’s products and
services outside of the aforementioned 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, aside from the risks and other
disclosures regarding crypto legislation and regulation included in the Proxy Statement under “Risk Factors—Risks Related to Government Regulation and Privacy Matters”, there are no additional known material risks to Bitcoin
Depot’s business arising from the possibility of regulatory developments related to crypto assets and crypto asset markets, nor are there any additional known potential material effects on Bitcoin Depot’s business, financial condition and
results of operations, to the extent they may result from material pending crypto legislation or regulation, that are not otherwise already disclosed in the Proxy Statement.

 January 24, 2023

 Page
 5

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.

 Response: The Company
respectfully acknowledges the Staff’s comment and refers the Staff to the Company’s response to comment 10 above.

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 commingling of assets are not effective.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as described on page 80 of
the Proxy Statement, the primary material risks relating to the safeguarding of Bitcoin Depot’s crypto asset holdings comprise possible threats to the security of one or more of Bitcoin Depot’s hot wallet accounts. For example, if the
integrity of one or more of the accounts associated with Bitcoin Depot’s hot wallets were to be compromised, the resultant exposure to Bitcoin Depot could entail the loss of the value of all Bitcoin held by Bitcoin Depot in such one or more
wallets; the cumulative amount of Bitcoin held across all Bitcoin Depot’s hot wallets totaled approximately $0.5 million as of September 30, 2022. Such risk could materialize if a third-party actor illegally gained access to such hot
wallet account by unlawfully obtaining Bitcoin Depot employee passwords and two-factor authentication tools.

 If the efforts taken by
Bitcoin Depot in connection with safeguarding its crypto assets are not effective, Bitcoin Depot’s operations could be disrupted, which could adversely impact its business.

The Company also respectfully advises the Staff that Bitcoin Depot never custodies, controls, commingles nor manages the cryptocurrency of its
users or of any other third party and hence the concepts of safeguarding users’ crypto assets, crypto commingling or conflicts of interest in this regard are inapplicable