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CORRESP

 March 3, 2023

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Los Angeles, California 90067

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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.

Definitive Proxy Statement on Schedule 14A

Filed February 8, 2023

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 February 22, 2023 (the “Comment Letter”) with respect to the Definitive Proxy Statement on Schedule 14A filed with the
Commission by the Company on February 8, 2023. Concurrently with the filing of this letter, the Company has (i) filed a supplement (the “Supplement”) to the Definitive Proxy Statement on Schedule 14A (the
“Proxy Statement”) through EDGAR, and (ii) provided to the Staff supplemental information (the “Supplemental Materials”), as indicated herein, in response to comments two, three, four, twenty-one and
twenty-four set forth below and pursuant to verbal communications between the Company and the Staff on February 28, 2022, in a separate letter to the Staff pursuant to a confidential treatment request.

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.

 March 3, 2023

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 2

 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.

 Response: The Company acknowledges the Staff’s comment and
respectfully advises the Staff that Oppenheimer did not provide any financial or merger-related advisory services with respect to identifying potential target companies for the business combination. Oppenheimer did not prepare or review any of the
materials provided to the Company’s board of directors or management as part of their services to the Company and therefore did not withdraw its association with any materials. Oppenheimer’s role in the business combination was limited to
participating as underwriter in the Company’s initial public offering, introducing the Company to potential investors and serving as financial advisor to the Company. The Company notes that the disclosure referenced in the last sentence is
already included on page 114 of the Proxy Statement.

2.
 Please provide us with any correspondence between Oppenheimer and GSR II Meteora relating to
Oppenheimer’s resignation.

 Response: The Company is supplementally providing the correspondence 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.

Response: The Company is supplementally providing the Staff with the business combination marketing agreement between the Company and
Oppenheimer. In response to the Staff’s comment, the Company has supplemented the Proxy Statement on page 1 of the Supplement to add disclosure related to the ongoing obligations that survive termination of the engagement under the engagement
letter.

 March 3, 2023

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 3

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.

 Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company has supplementally provided the Staff with a letter from Oppenheimer stating that Oppenheimer agrees with the statements in the prospectus related to its resignation. In response to the
Staff’s comment and Oppenheimer’s response, the Company has supplemented the Proxy Statement on page 1 of the Supplement.

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.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that the
disclosure related to the withdrawal of investment banks is already included on page 115 of the Proxy Statement. The Company also advises the Staff that Oppenheimer did not indicate to the Company whether or not Oppenheimer’s withdrawal was due
to Oppenheimer not wanting 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.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Oppenheimer’s role as financial advisor and
underwriter will not be filled by any other financial advisor and has supplemented the Proxy Statement on page 1 of the Supplement.

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.

 March 3, 2023

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 4

 Response: The Company acknowledges the Staff’s comment and has supplemented the
Proxy Statement on page 1 of the Supplement.

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.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company is not aware of any disagreements
with Oppenheimer regarding the disclosure in the Proxy Statement. In response to the Staff’s comment, the Company has supplemented the Proxy Statement on page 2 of the Supplement. The Company notes that the disclosure in the last sentence is
already included on page 114 of the Proxy Statement.

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
Oppenheimer has performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated.

Response: The Company acknowledges the Staff’s comment and has supplemented the Proxy Statement on page 1 of the Supplement.

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.

 Response: The Company acknowledges the Staff’s comment and notes that the disclosure is
already included on page 21 of the Proxy Statement. The Company has revised the table to add two additional scenarios as set forth on pages 2 and 3 of the Supplement.

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.

 March 3, 2023

 Page
 5

 Response: The Company acknowledges the Staff’s comment and has added additional
disclosure on page 1 of the Supplement.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has accordingly supplemented the Proxy Statement on page 3
of the Supplement.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has supplemented
the Proxy Statement on page 3 of the Supplement.

 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.

 Response: The Company respectfully acknowledges the Staff’s
comment and has accordingly supplemented the Proxy Statement on page 3 of the Supplement.

 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.

 March 3, 2023

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 6

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that the current balance in Bitcoin Depot’s hot wallets is $526,000. The average balance in Bitcoin Depot’s hot wallets during the twelve months ended December 31, 2022 was $287,000 and the maximum balance held during the
twelve months ended December 31, 2022 was $961,000. The Company has supplemented the Proxy Statement on page 3 of the Supplement to reflect such information.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has accordingly supplemented the Proxy Statement starting
on page 4 of the Supplement.

 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.

Response:

•

 The Company acknowledges the Staff’s comment and has revised the disclosure on pages 247 through 250 of
the Proxy Statement to separate the Non-GAAP indicators and Key Business Metrics into separate sections, as provided on pages 4, 5 and 6 of the Supplement.

•

 The Company respectfully acknowledges the Staff’s comment and suggestion that it present the calculation of
Adjusted EBITDA Margin by dividing Adjusted EBITDA by Net Income. The Company does not believe such calculation would be valuable to investors and thus has elected to remove the calculation from the Proxy Statement, as provided on pages 4, 5
and 6 of the Supplement.

 March 3, 2023

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 7

 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