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CORRESP

 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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 May 12,
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:
 David Irving

 Bonnie Baynes

 Jessica Livingston

 David Lin

 Division of Corporation Finance

 Office of Crypto Assets

Re:
 GSR II Meteora Acquisition Corp.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed April 14, 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 comment provided by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in its comment letter dated May 4, 2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission
by the Company on April 14, 2023. Concurrently with the filing of this letter, the Company has (i) filed a Preliminary 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 comment twelve set forth below, 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.

 May 12, 2023

 Page
 2

 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.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 30 and 119 in response to the Staff’s comment.

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 GSR II Meteora of the surviving obligations you reference or advise.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 30 in response to the Staff’s comment.

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. 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. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Sponsor is not, is not
controlled by, and has no substantial ties with a non-U.S. person.

 May 12, 2023

 Page
 3

 Questions and Answers about the Proposals for PubCo Stockholder

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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 29-30 in response
to the Staff’s comment.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has amended the heading for this risk factor on
page 70 of the Proxy Statement as follows:

 “Our products and services may be negatively characterized by consumer advocacy
groups, the media and certain federal, state and local government officials, and if those negative characterizations become increasingly accepted by current or potential new users and/or our retail partners, or result in restrictions or limitations
on the fees we charge to users, our reputation could be significantly impacted, which when coupled with required modifications to our fee model could result in decreased demand for our products and services and a corresponding decrease in our
transaction volume, all of which could materially and adversely impact our business.”

 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.

 May 12, 2023

 Page
 4

 Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that Bitcoin Depot has not experienced any of the issues discussed in this risk factor with its banking partners and as such has not made any such modifications or updates to its policies and practices. Accordingly, the Company has revised
the relevant disclosures in the Proxy Statement on pages 72 and 80 in response to this comment.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the Proxy
Statement on page 246 to add disclosure related to the identity of the cryptocurrency exchange at which Bitcoin Depot maintains cash balances in fiat wallets. For the three months ended March 31, 2023, Bitcoin Depot maintained an average
daily cash balance of approximately $1,308,412 in fiat wallets held on the Gemini Exchange. Bitcoin Depot has historically used a third-party hot wallet provider, BitGo, for the storage of its cryptocurrencies. Beginning in 2021, Bitcoin Depot has
self-custodied cryptocurrencies in its own proprietary wallets. By 2023, the majority of Bitcoin Depot’s hot wallet activity has been shifted from said third-party provider to its own proprietary wallets. Accordingly, the Company has revised
the disclosure on pages 266 and F-31 of the Proxy Statement in response to the Staff’s comment.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and provides the following
assessment as it relates to cash flows from investing activities and operating activities.

 ASC topic 230-10-20 Cash flows, defines ‘investing activities’ and ‘operating activities’, as follows:

“Investing activities include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant
and equipment and other productive assets that is, assets held or used in the production of goods and services by the entity (other than materials that are part of the entity’s inventory). Investing activities exclude acquiring and disposing of
certain loans or other equity instruments that are acquired specifically for resale, as discussed in paragraphs 230-10-45-12 and 230-10-45-21.”

 May 12, 2023

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 5

 “Operating activities include all transactions and other events that are not defined as
investing or financing activities (see paragraphs 230-10-45-12 through 45-15). Operating
activities generally involve producing and delivering goods and providing services. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income.”

Bitcoin Depot applied judgment, considering the definitions above and all relevant facts and circumstances, including the nature of Bitcoin
Depot’s cryptocurrency activities, in classifying its cash flows related to sales and purchases of cryptocurrencies.

 Bitcoin Depot
concluded its activities associated with cryptocurrency purchases and sales do not meet the definition of investing activities under ASC 230-10-20. This is principally
because, while intangible assets are frequently considered productive assets (e.g. an internal-use software license), Bitcoin Depot does not believe cryptocurrencies are productive assets. US GAAP does
not define ‘productive assets’; therefore, Bitcoin Depot considered a more general notion thereof, concluding that the cryptocurrencies it acquires do not have a productive purpose or capability. Furthermore, given Bitcoin Depot’s
ordinary operating activities (i.e., to buy cryptocurrencies for sale to customers), Bitcoin Depot’s cryptocurrency purchases and sales are akin to the purchase or sale of inventory, which are excluded from investing activities, even though
cryptocurrencies do not meet the US GAAP definition of inventory. Together with the fact that Bitcoin Depot believes it is clear that its cryptocurrency activities are not financing activities, this indicates its cryptocurrency activities are
operating activities by default (i.e. operating activities are all activities that are not investing or financing activities).

 In
addition, Bitcoin Depot considered ASC 230-10-45-16(a) and 45-17(a). These paragraphs
characterize cash receipts from sales of goods and cash payments to acquire goods for resale as cash flows from operating activities. Bitcoin Depot’s principal operating activities are purchasing and reselling cryptocurrency assets to
customers.

 As it relates to the purchased quantities of cryptocurrencies in excess of expected sales, all of which were disposed of by
December 31, 2022, as disclosed on F-32, Bitcoin Depot purchased these excess quantities to take advantage of market conditions at the time of these purchases. Bitcoin Depot did not have a stated
investment policy for these cryptocurrencies and expected to use these cryptocurrencies in its normal operations. Therefore, Bitcoin Depot accounted for these assets in the same manner as cryptocurrencies purchased and sold on a just-in-time basis.

 May 12, 2023

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 6

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has updated its disclosure on 266 and F-31.

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 control(1) 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.

Response: The Company respectfully acknowledges the Staff’s comments and respectfully directs the Staff to disclosures on pages 267-268 and F-33, which states, “Regardless of the method by which the customer purchases the cryptocurrency, Bitcoin Depot considers its performance obligation satisfied when control of the
cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction is validated on the blockchain.” Additionally, the Company has also
updated its disclosures on pages 268 and F-33 to respond to the Staff’s comment on 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 you