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 Bitcoin Depot Inc.
 3343 Peachtree Road NE, Suite 750
 Atlanta, GA 30326 June 26, 2025
 Division of Corporation Finance U.S. Securities and Exchange
Commission Office of Crypto Assets 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Sonia Bednarowski
 RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File
 No. 333-288208) Ladies and Gentlemen:
 Reference is made to the Registration Statement on Form S-3 (No.
 333-288208) of Bitcoin Depot Inc., a Delaware corporation (the “ Company ”), initially filed with the Securities and Exchange Commission (the “ Commission ”) on June 20, 2025
(the “ Registration Statement ”). Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective at 9:00 a.m. Eastern Time on July 1, 2025, or as soon as practicable thereafter or at such
later time as the Company or its counsel may orally request via telephone call to the staff of the Commission. Once the Registration
Statement is effective, please orally confirm the event with our counsel, Milbank LLP, by calling Brett Nadritch at (212) 530-5301, and then send written confirmation to the addressees listed on the cover of
the Registration Statement. Thank you for your assistance in this matter.
 [ Signature page follows ]

 Very truly yours,

 Bitcoin Depot Inc.

 By:

 /s/ Scott Buchanan

 Name:

 Scott Buchanan

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Brandon Mintz
Chief Executive Officer
Bitcoin Depot Inc.
3343 Peachtree Road NE, Suite 750
Atlanta, GA 30326

 Re: Bitcoin Depot Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288208
Dear Brandon Mintz:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

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  Bitcoin Depot Inc.

  3343 Peachtree Road NE, Suite 750

  Atlanta, GA 30326

  November 25, 2024

  Division of Corporation Finance

  U.S. Securities and Exchange Commission

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Jay Ingram and Erin Donahue

  RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File No. 333-283353)

  Ladies and Gentlemen:

  Reference is made to the Registration Statement on Form S-3 (No. 333-283353) of Bitcoin Depot Inc., a Delaware corporation (the “Company”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2024 (the “Registration Statement”).

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective at 9:00 a.m. Eastern Time on November 26, 2024, or as soon as practicable thereafter or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Commission.

  Once the Registration Statement is effective, please orally confirm the event with our counsel, Milbank LLP, by calling Brett Nadritch at (212) 530-5301, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

  Thank you for your assistance in this matter.

  [Signature page follows]

  41789.00200

       Very truly yours,

       Bitcoin Depot, Inc.

    By:

    /s/ Scott Buchanan

    Name:

    Scott Buchanan

    Title:

    Chief Financial Officer

November 22, 2024
Felicity Lewis
General Counsel, Corporate Secretary
Bitcoin Depot Inc.
3343 Peachtree Road NE, Suite 750
Atlanta, GA 30326
Re:Bitcoin Depot Inc.
Registration Statement on Form S-3
Filed November 20, 2024
File No. 333-283353
Dear Felicity Lewis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Brett Nadritch

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 Bitcoin Depot Inc.

3343 Peachtree Road NE, Suite 750

Atlanta, GA 30326

August 30, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Crypto Assets

 100 F. Street, N.E.

Washington, D.C. 20549

Attention:

Lulu Cheng

Sonia Bednarowski

Re:
 Bitcoin Depot Inc.

Registration Statement on Form S-1

Filed July 17, 2023, as amended

File No. 333-273287

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Bitcoin Depot Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form
S-1 (the “Registration Statement”), so that it will become effective at 4:30 pm, Eastern Time, on September 1, 2023 or as soon as practicable thereafter.

Please contact Atma Kabad of Kirkland & Ellis LLP, special counsel to the Registrant, at (713)
836-3364 or Billy Vranish of Kirkland & Ellis LLP, special counsel to the Registrant, at (713) 836-3695, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

BITCOIN DEPOT INC.

By:

 /s/ Brandon Mintz

Name:

Brandon Mintz

Title:

President and Chief Executive Officer

cc:
 Matthew Pacey, P.C. (Kirkland & Ellis LLP)

Atma Kabad (Kirkland & Ellis LLP)

Billy Vranish (Kirkland & Ellis LLP)

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CORRESP

 Bitcoin Depot Inc.

3343 Peachtree Road NE, Suite 750

Atlanta, Georgia 30326

 August 4, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Crypto
Assets

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Lulu Cheng

Sonia Bednarowski

Re:
 Bitcoin Depot Inc.

Registration Statement on Form S-1

Filed July 17, 2023

File No. 333-273287

Ladies and Gentlemen:

 This letter sets forth
the responses of Bitcoin Depot Inc. (the “Company”) to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in
your letter, dated July 31, 2023, with respect to the Company’s Registration Statement on Form S-1 (File No. 333-273287), filed with the Commission on
July 17, 2023 (the “Registration Statement”).

 Concurrently with the submission of this letter, we are filing
Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below, followed by the Company’s
responses thereto. All references to page numbers and captions correspond to the Amended Registration Statement unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amended
Registration Statement.

 Form S-1, filed July 17, 2023

General

1.
 We note your disclosure that the shares of Class A common stock being offered for resale by the
selling securityholders represent approximately 56.0% of shares of Class A common stock outstanding of the Company as of July 17, 2023. Please revise your prospectus to disclose:

•

 The price that each selling securityholder paid for the shares and warrants being registered for resale.

•

 Any differences in the current trading price, the prices that the Sponsor, private placement investors,
PIPE subscribers, and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants.

•

 While the Sponsor, private placement investors, PIPE subscribers, and other selling securityholders may
experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price.

•

 The potential profit the selling securityholders will earn based on the current trading price.

•

 The number of shares of Class A common stock that were redeemed in connection with your business
combination.

•

 Appropriate risk factor disclosure.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the
prospectus and on pages 8, 9, 53 and 54 of the Amended Registration Statement accordingly.

 Cover Page

2.
 For each of the shares and warrants being registered for resale, please disclose the prices that the
selling securityholders paid for such shares and warrants.

 RESPONSE: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the cover page of the prospectus and on pages 8 and 9 of the Amended Registration Statement accordingly.

Risk Factors, page 10

3.
 We note your disclosure on the cover page that even if the trading price of your Class A common
stock is significantly below the offering price of $10.00 per share, certain selling securityholders may still have an incentive to sell shares of Class A common stock, because they purchased the shares at prices lower than the public investors
or the current trading price of your Class A common stock. Please include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of
the Class A common stock. To illustrate this risk, disclose the purchase prices of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on pages 53 and 54 of the Amended Registration Statement accordingly.

 Risks Related to our Management and Employees

 Our management team has limited experience managing a public company, page 41

4.
 Please reconcile your disclosure here that your management team has limited experience managing a
publicly traded company, with your disclosure on page 90 that you are led by an experienced management team.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 91 of the Amended
Registration Statement accordingly.

 Risks Related to Ownership of Our Securities

The market price of our Class A common stock may be volatile, page 50

5.
 Please revise this risk factor to provide quantitative information regarding the volatility of the price
of your Class A common stock.

 RESPONSE: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on page 50 of the Amended Registration Statement accordingly.

 Use of Proceeds, page 64

6.
 We note the reported sales price of your Class A common stock on July 14, 2023 was $3.41 per
share, and your statements that given the exercise price of $11.50 per warrant, holders of your public warrants and private placement warrants will be unlikely to exercise their warrants and that it is possible that you may never generate any cash
proceeds from the exercise of your warrants. As applicable, please describe here and on the cover page the impact on your liquidity and update throughout your discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 RESPONSE: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 65 and 117 to provide that the Company does not currently rely and in the future does not expect to rely on proceeds from Warrants being exercised to provide additional liquidity for its business
operations or to otherwise fund capital expenditures. As disclosed on page 117 of the Amended Registration Statement,

as of March 31, 2023, the Company had $41.7 million of cash on hand and negative working capital of less than $1.0 million. As disclosed on page 117 of the Amended Registration
Statement, the Company believes its existing cash and cash equivalents, together with cash provided by operations, will be sufficient to meet its needs, regardless of whether the Company receives any proceeds as a result of outstanding Warrants
being exercised.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 116

7.
 In light of the unlikelihood that the company will receive significant proceeds from exercises of the
warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that there were several changes impacting
the Company’s liquidity due to closing of the Business Combination. The Company has revised the disclosures on page 117 accordingly. Notwithstanding the foregoing, the Company believes it is able to meet its obligations as they come due
and is not likely to have to seek additional capital to fund its business operations.

 Sources of Liquidity

PIPE Financing, page 117

8.
 We note that the amount of PIPE financing proceeds to be released to you or retained by the PIPE
subscribers are subject to certain conditions in the PIPE Agreement being satisfied and highly dependent on the value of the Class A common stock, and that the company has potential payment obligations under the PIPE Agreement. Please revise to
discuss the risks that this agreement may pose to other holders if you do not receive the PIPE financing proceeds or have payment obligations as described therein. For example, discuss how such outcomes would impact the cash you have available for
other purposes and to execute your business strategy.

 RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 118 and 119 of the Amended Registration Statement accordingly.

*    *    *    *

 We respectfully request the Staff’s assistance in completing the review of the Amended
Registration Statement as soon as possible. If you have any questions with respect to the foregoing, please contact Atma Kabad of Kirkland & Ellis LLP at (713) 836-3364 or Billy Vranish of
Kirkland & Ellis LLP at (713) 836-3695.

Very truly yours,

BITCOIN DEPOT INC.

/s/ Brandon Mintz

Name:

Brandon Mintz

Title:

President and Chief Executive Officer

cc:
 Matthew R. Pacey, P.C., Kirkland & Ellis LLP

Atma Kabad, Kirkland & Ellis LLP

Billy Vranish, Kirkland & Ellis LLP

United States securities and exchange commission logo
July 31, 2023
Brandon Mintz
Chief Executive Officer
Bitcoin Depot Inc.
3343 Peachtree Road NE
Suite 750
Atlanta, GA 30326
Re:Bitcoin Depot Inc.
Registration Statement on Form S-1
Filed July 17, 2023
File No. 333-273287
Dear Brandon Mintz:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 17, 2023
General
1.We note your disclosure that the shares of Class A common stock being offered for
resale by the selling securityholders represent approximately 56.0% of shares of Class A
common stock outstanding of the Company as of July 17, 2023. Please revise your
prospectus to disclose:
•The price that each selling securityholder paid for the shares and warrants being
registered for resale.
•Any differences in the current trading price, the prices that the Sponsor, private
placement investors, PIPE subscribers, and other selling securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 2
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 2
shares and warrants.
•While the Sponsor, private placement investors, PIPE subscribers, and other selling
securityholders may experience a positive rate of return based on the current trading
price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current
trading price.
•The potential profit the selling securityholders will earn based on the current trading
price.
•The number of shares of Class A common stock that were redeemed in connection
with your business combination.
•Appropriate risk factor disclosure.
Cover Page
2.For each of the shares and warrants being registered for resale, please disclose the prices
that the selling securityholders paid for such shares and warrants.
Risk Factors, page 10
3.We note your disclosure on the cover page that even if the trading price of your Class A
common stock is significantly below the offering price of $10.00 per share, certain selling
securityholders may still have an incentive to sell shares of Class A common stock,
because they purchased the shares at prices lower than the public investors or the current
trading price of your Class A common stock.  Please include an additional risk factor
highlighting the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A common stock.  To
illustrate this risk, disclose the purchase prices of the securities being registered for resale
and the percentage that these shares currently represent of the total number of shares
outstanding.
Risks Related to our Management and Employees
Our management team has limited experience managing a public company, page 41
4.Please reconcile your disclosure here that your management team has limited experience
managing a publicly traded company, with your disclosure on page 90 that you are led by
an experienced management team.
Risks Related to Ownership of Our Securities
The market price of our Class A common stock may be volatile, page 50
5.Please revise this risk factor to provide quantitative information regarding the volatility of
the price of your Class A common stock.

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 3
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 3
Use of Proceeds, page 64
6.We note the reported sales price of your Class A common stock on July 14, 2023 was
$3.41 per share, and your statements that given the exercise price of $11.50 per warrant,
holders of your public warrants and private placement warrants will be unlikely to
exercise their warrants and that it is possible that you may never generate any cash
proceeds from the exercise of your warrants.  As applicable, please describe here and on
the cover page the impact on your liquidity and update throughout your discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 116
7.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.
Sources of Liquidity
PIPE Financing, page 117
8.We note that the amount of PIPE financing proceeds to be released to you or retained by
the PIPE subscribers are subject to certain conditions in the PIPE Agreement being
satisfied and highly dependent on the value of the Class A common stock, and that the
company has potential payment obligations under the PIPE Agreement.  Please revise to
discuss the risks that this agreement may pose to other holders if you do not receive the
PIPE financing proceeds or have payment obligations as described therein. For example,
discuss how such outcomes would impact the cash you have available for other purposes
and to execute your business strategy.

 FirstName LastNameBrandon Mintz
 Comapany NameBitcoin Depot Inc.
 July 31, 2023 Page 4
 FirstName LastName
Brandon Mintz
Bitcoin Depot Inc.
July 31, 2023
Page 4
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Matthew Pacey

United States securities and exchange commission logo
June 20, 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.
Preliminary Proxy Statement on Schedule 14A
Filed October 5, 2022
File No. 001-41305
Dear Lewis Silberman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Steven Stokdyk

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 10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

 Tel: +1.424.653.5500 Fax:
+1.424.653.5501

 www.lw.com

FIRM / AFFILIATE OFFICES

 June 13, 2023

 Austin

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tel Aviv

 Tokyo

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 May 12, 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 supplementing 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 May 26, 2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission by
the Company on May 12, 2023. The Company has filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) through EDGAR on June 8, 2023.

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.

 June 13, 2023

 Page
2

 Preliminary Proxy Statement on Schedule 14A

General

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 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: To supplement
the Company’s initial responses submitted on June 8, 2023, the Company respectfully advises the Staff that no one or entity associated with or otherwise involved in the transaction is, is controlled by, or has substantial ties with a non-U.S. person.

 June 13, 2023

 Page
3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible.

 Please direct any questions or comments regarding the foregoing to Steven B.
Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.

 Very truly yours,

 /s/ Steven B. Stokdyk

 Steven B. Stokdyk

 cc:    Gus Garcia, Co-Chief Executive Officer, GSR II
Meteora Acquisition Corp.

 Lewis Silberman, Co-Chief Executive Officer, GSR II Meteora Acquisition
Corp.

 Thomas Laughlin, Esq., Kirkland & Ellis LLP

Matthew Pacey, Esq., Kirkland & Ellis LLP

CORRESP
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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

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

June 8, 2023

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

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 May 12, 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 26, 2023 (the
“Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission by the Company on May 12, 2023. Concurrently with the filing of this letter, the Company has filed a 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.

 June 8, 2023

 Page
 2

 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the Proxy
Statement to include updated financial information, including the addition of the financial statements and the notes thereto as of and for the three months ended March 31, 2023, for each of the Company and Bitcoin Depot.

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 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 anyone or any entity involved in the transaction is not, is not controlled by, and has no substantial ties with a non-U.S. person.

 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.

June 8, 2023

  Page
 3

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that Bitcoin Depot holds USD on Gemini because Bitcoin Depot trades USD for BTC on the Gemini exchange periodically to facilitate its just-in-time
replenishment of BTC to sell to its users. In order to purchase BTC on the Gemini exchange Bitcoin Depot must hold USD with Gemini prior to completing the trade for BTC (i.e., USD must be deposited into the fiat wallet before a purchase can be
made on the exchange). The Company has revised the disclosure on page 250 to include this additional detail in the existing disclosure. The Company acknowledges that there are risks associated with holding USD on the Gemini exchange
as these funds are not insured. Bitcoin Depot continues to monitor the financial health of Gemini and other key vendors and limit its exposure as necessary. Bitcoin Depot has turned over the balance of USD on Gemini multiple times since
the events involving Genesis and the general banking crisis indicating that Bitcoin Depot has not had any restrictions accessing or using the cash held at Gemini. The Company has further updated the risk factors on page 78 to reflect the risks
associated with holding USD on cryptocurrency exchanges.

 June 8, 2023

 Page
 4

 We hope to mail early next week and hold the special meeting by the end of June.

Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.

Very truly yours,

/s/ Steven B. Stokdyk

Steven B. Stokdyk

cc:

 Gus Garcia, Co-Chief Executive Officer, GSR II Meteora Acquisition Corp.

Lewis Silberman, Co-Chief Executive Officer, GSR II Meteora Acquisition Corp.

Thomas Laughlin, Esq., Kirkland & Ellis LLP

 Matthew
Pacey, Esq., Kirkland & Ellis LLP

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

CORRESP
1
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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

FIRM / AFFILIATE OFFICES

 May 12,
2023

 Austin

 Beijing

Boston

 Brussels

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Hong Kong

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Madrid

 Milan

 Munich

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San Diego

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Silicon Valley

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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

 Page
 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

 Page
 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

United States securities and exchange commission logo
May 8, 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.
Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-41305
Dear Lewis Silberman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Steven Stokdyk

United States securities and exchange commission logo
May 4, 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 April 14, 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.
Unless we note otherwise, our references to prior comments are to comments in our February 22,
2023 letter.
Revised 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.
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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 2
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 2
GSR II Meteora of the surviving obligations you reference or advise.
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.  Please also 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
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.
Questions and Answers about the Proposals for PubCo Stockholders
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.
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.
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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 3
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 3
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.
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.
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.
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 custody 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.
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
your related party footnote to disclose all information required by ASC 850-10-

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 4
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 4
50, including the following:
•The nature of the related party relationship(s).
•A description of the transactions, including transactions to which no amounts or
nominal amounts were ascribed.
•If any obligation were paid, equity issued or services provided related to the
capital contribution, and how specifically it was valued.
•State separately amounts of related party transactions on the face of the balance sheet,
income statement and cash flow statement. Refer to guidance in Rule 4-08 of
Regulation S-X.
Note 10. Cryptocurrencies, page F-43
12.We note your response to prior comments 18 and 22, your updated accounting policy for
impairment on page F-31, and your disclosures in Note 10 on page F-43 related to
impairment on cryptocurrencies.  Specifically, we note in response to prior comment 22
you stated that “the impairment amount did not include impairments on cryptocurrencies
held for sale to users” and in your response to prior comment 18 you declared, "with
regard to cryptocurrency held for sale...while impairments of intangible assets are
required disclosures, the subject amounts are not quantitatively material because of the
short duration of time between the purchases and sales of these assets."  Please respond to
the following regarding your impairment testing for your cryptocurrency assets:
•Explain how your impairment policy changed such that your impairment amounts
disclosed on pages F-43 and F-44 significantly increased in 2021 and 2022 from your
prior amendment to the latest amendment filed April 14, 2023.
•Explain how you determined the impairment amounts in the periods presented in the
latest amendment filed April 14, 2023 and provide an illustrative example of how the
impairment amount was measured.  To the extent that more than one methodology is
used to determine the impairment amounts for each of the periods presented, please
discuss each of them and provide an illustrative example of each methodology.
•Tell us whether your methodology includes the use of more than one FIFO pool for
purposes of determining the adjusted cost-basis of your cryptocurrency assets when
the cryptocurrency assets are sold to customers or otherwise disposed of.  If so,
discuss how the pool(s) are determined, and explain how the use of more than one
FIFO pool achieves compliance with the ASC 610-20-32-2 requirement to evaluate
whether you meet the criteria to derecognize a distinct nonfinancial asset, and, if so,
recognize a gain or loss for the difference between the amount of consideration
measured and allocated to that distinct asset and the carrying amount of the distinct
asset.
Note 18. Commitments and Contingencies, page F-53
13.We note your response to prior comment 20.  Please revise your next amendment to
include discussion of the Canaccord Genuity Corp. contingency in Note 18 -
Commitments and Contingencies.  Please also provide a range of loss.  Refer to ASC 450-

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 May 4, 2023 Page 5
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
May 4, 2023
Page 5
20-50-5 through 9.
            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

CORRESP
1
filename1.htm

CORRESP

 10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

 Tel: +1.424.653.5500 Fax:
+1.424.653.5501

 www.lw.com

FIRM / AFFILIATE OFFICES

 May 3, 2023

 Austin

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Shanghai

Silicon Valley

 Singapore

Tel Aviv

 Tokyo

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:
 Jessica Livingston

David Lin

 Division of
Corporation Finance

 Office of Crypto Assets

Re:
 GSR II Meteora Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed April 21, 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 April 27,
2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission by the Company on April 21, 2023. Concurrently with the filing of this letter, the Company has filed a
Definitive 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.

 May 3, 2023

 Page
 2

 Preliminary Proxy Statement on Schedule 14A

General

1.
 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 3, 2023

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as
possible.

 Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or
Steven.Stokdyk@lw.com.

 Very truly yours,

/s/ Steven B. Stokdyk

 Steven B. Stokdyk

cc:
 Gus Garcia, Co-Chief Executive Officer, GSR II Meteora Acquisition
Corp.

 Lewis Silberman, Co-Chief Executive Officer, GSR II Meteora Acquisition
Corp.

United States securities and exchange commission logo
April 27, 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.
Preliminary Proxy Statement on Schedule 14A
Filed April 21, 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.
Preliminary Proxy Statement on Schedule 14A
General
1.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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 April 27, 2023 Page 2
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
April 27, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

            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.
            Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Steven Stokdyk

CORRESP
1
filename1.htm

CORRESP

 March 3, 2023

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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

 Page
 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

 Page
 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

 Page
 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

 Page
 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

 Page
 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

United States securities and exchange commission logo
February 22, 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.
Definitive Proxy Statement on Schedule 14A
Filed February 8, 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.
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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 2
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 2
2.Please provide us with any correspondence between Oppenheimer and GSR II Meteora
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.
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.
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.
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.
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.
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.
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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 3
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 3
Oppenheimer has performed all their obligations to obtain the fee and therefore is
gratuitously waiving the right to be compensated.
Q: What will the value of shares of PubCo common stock be, page 23
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.
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.
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.
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.
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.
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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 4
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 4
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.
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.
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 literature that clearly
supports your determinations.
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements December 31, 2021 and 2020
Note 2. Summary of Significant Accounting Policies
(i) Revenue Recognition, page F-51
19.We note your response to prior comment 33.  In that comment, we asked for a robust
accounting analysis of your consideration of ASC 815 for accounting for these software
transactions as a derivative, citing relevant literature.  Your response did not provide this
analysis; therefore, we are reissuing that part of the comment.
Note 14 - Commitments and Contingencies, page F-71
20.You disclose on pages F-71 and F-100 that, "The Company has legal proceedings arising
in the normal course of business." We also note the new $22.3 million Canaccord Genuity
Corp. claim pending against you disclosed on pages F-73 and F-100.  As such, please
revise to disclose your consideration of loss contingencies required by ASC 450-20-50.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 5
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 5
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements Periods Ended September 30, 2022 (Unaudited) and
December 31, 2021
Note 2. Summary of Significant Accounting Policies
(e) Cryptocurrencies, page F-81
21.We note your response to prior comment 36 and your disclosure on page 244 that "Bitcoin
is now our sole cryptocurrency offering. Bitcoin represents over 99% of our total
transaction volume for each of the periods presented in this proxy statement, with the
remaining cryptocurrencies accounting for the remaining less than 1% of transaction
volume."  Please tell us the following regarding your crypo asset balances.
•Provide the ending crypto asset balance for every individual day during 2022.
•Provide the maximum crypto asset balance for every individual day during 2022.
22.We note your response to prior comment 36.  For cryptocurrency held-for-sale, your
response was not fulsome and did not address our concerns regarding your accounting
policy for impairment, or your significant 2021 impairment cost of $5.0 million (page
256) on net income of $5.9 million.  For those reason(s), we re-issue prior comment 36,
asking how you had no impairment on cryptocurrency held-for-sale in 2022 given the
volatility and decline in the price of Bitcoin and the fact that you hold cryptocurrency in
your hot wallet for periods of time.
23.You state in your response to prior comment 36 that you did not record any impairment
related to your investments in Ethereum during 2022, as the market price did not fall
below the adjusted carrying values.  Please provide us with quantified information to
support this statement, given Ethereum’s price history suggests that it was worth
significantly less in 2022 than during 2021.
Note 4. Recent Accounting Pronouncements, page F-92
24.We note your response to prior comment 37 that "Bitcoin Depot holds in its custody and
controls a limited amount of crypto in a hot wallet."  Please address the following
regarding Staff Accounting Bulletin No. 121 ("SAB 121") and bifurcate each response for
all types of cryptocurrency transaction (BM kiosk, BDCheckout, or directly by an OTC
trade), that a user may experience.
•Provide a detailed example, complete with a timeline, of a customer transaction from
when a customer puts in a request to purchase cryptocurrency until the order is
fulfilled.
•Tell us the typical holding period between customer purchase request and order
fulfillment.
•Tell us the average holding period between customer purchase request and order
fulfillment.
•Discuss how you account for orders that are not fulfilled and quantify orders not
fulfilled during the periods presented.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 February 22, 2023 Page 6
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
February 22, 2023
Page 6
•During the custody period when you hold the cryptocurrency in your hot wallet,
address who has the risk of loss - you or the customer.
•During the custody period when you hold the cryptocurrency in your hot wallet,
address how you account for price volatility (e.g., the price of the underlying
cryptocurrency increases or decreases).
•Tell us in detail how you evaluate each transaction for impairment in the event of
price decreases.
25.We note your disclosure that when using a Bitcoin Depot kiosk to purchase bitcoin, users
can create and use a Bitcoin Depot-branded wallet (un-hosted and non-custodial), that is
facilitated through an unaffiliated third-party.  We further note your disclosure that
Bitcoin Depot is not liable for any losses users may experience because Bitcoin Depot
does not have access to users’ wallets or their private keys.  Please provide us with the
following additional information concerning this wallet service offering to your users.
•Tell us whether you entered into a contractual agreement with the unaffiliated third
party to provide Bitcoin Depot-branded wallets for your users. Provide us with a
summary of the significant terms of any such agreement. Explain whether and how
you are paid for your wallets and how the third party is paid for facilitating wallet
creation.
•Tell us whether users enter into an agreement with Bitcoin Depot or the unaffiliated
third-party in order to create and use a Bitcoin Depot-branded wallet.
•Tell us whether the users and/or unaffiliated third party maintains the cryptographic
key information necessary to access the users’ bitcoin.
•Tell us how you do not have access to, or any risk of loss related to, user wallets that
are accessible via the Bitcoin Depot mobile app.
•Explain how you considered that SAB 121 applies to entities that have obligations to
safeguard crypto-assets held for their users and their agents. Tell us whether you
believe the unaffiliated third-party who is facilitating the creation of Bitcoin Depot-
branded wallets is an agent acting on your behalf and provide us detailed i

CORRESP
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Securities and Exchange Commission

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 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

United States securities and exchange commission logo
January 19, 2023
Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.
840 Park Drive East
Boca Raton, Florida 33432
Re:GSR II Meteora Acquisition Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 1, 2022
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.
Unless we note otherwise, our references to prior comments are to comments in our November 8,
2022 letter.
Revised Preliminary Proxy Statement filed December 1, 2022
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.
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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 January 19, 2023 Page 2
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
January 19, 2023
Page 2
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.
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.
Summary of the Proxy Statement
Organizational Structure, page 43
4.Please 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.
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.
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.
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,

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 January 19, 2023 Page 3
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
January 19, 2023
Page 3
and whether there is a material impact on your operations or financial condition.
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.
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.
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.
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 comingling of assets
are not effective.
13.To the extent material, please describe any gaps your board or management have
identified with respect to risk management processes and policies in light of current crypto
asset market conditions as well as any changes they have made to address those gaps.
14.To the extent material, please describe any of the following risks from disruptions in the
crypto asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
Risks Related to Government Regulation and Privacy Matters, page 57
15.Refer to your response to comment 12, including your statement that you do not believe
"Bitcoin Depot is currently required to obtain money transmitter licenses or any other
required licenses in the other jurisdictions in which it operates." Please expand your
disclosure as to how you arrived at this belief, and expand your risk disclosure in the event
that you are found not to have obtained a required license for your activities in a state.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 January 19, 2023 Page 4
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
January 19, 2023
Page 4
The consummation of the business combination..., page 102
16.Refer to your disclosure in (i)(y) and (ii) of this risk factor.  Please disclose how you will
notify shareholders prior to the vote if a significant number of state regulators deny to
consent to the change in control and describe the risk to investors that you will be
permitted to close the transaction if regulators in states representing up to 20% of your
revenue object to the transaction or to BT OpCo’s operations in their state, and that
investors may therefore own shares in a combined group with significantly reduced
revenue.
Business of Bitcoin Depot, page 226
17.To the extent material, please discuss how the recent bankruptcies of crypto asset market
participants and the downstream effects of those bankruptcies have impacted or may
impact your business, financial condition, customers, and counterparties, either directly or
indirectly.  Clarify whether you have material assets that may not be recovered because of
the bankruptcies or may otherwise be lost or misappropriated.
18.To the extent material to an understanding of your business, please describe any direct or
indirect exposures to other counterparties, customers, custodians, or other participants in
crypto asset markets known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
19.Refer to your response to comment 1 and your disclosure on page 226 that you allow
customers to sell "cryptocurrency to us in exchange for cash." Please clarify whether
customers may sell cryptocurrency other than bitcoin to you using your kiosks. If not,
please clarify that customers may sell bitcoin at certain kiosks.
20.Refer to your response to comment 23. Please disclose whether transfers require executive
or management-level approval and disclose whether the private keys are stored in the
United States or Canada, or in a jurisdiction where you do not maintain kiosk operations.
21.We note your disclosure that you source all of your kiosks from Genmega. To the
extent your relationship with Genmega is material to Bitcoin Depot's business, please
disclose the material terms of any agreements with Genmega and expand your risk factor
disclosure to cover the risk that your purchasing relationship with Genmega may cease
and the challenges of finding a replacement kiosk provider.
22.You state on page 236 that you "hold an amount of cryptocurrency in a hot wallet that
[you] own..." and that you "replenish [your] hot wallet from time to time through open
market purchases of cryptocurrency with certain liquidity providers." Please disclose

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 January 19, 2023 Page 5
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
January 19, 2023
Page 5
whether the price for crypto assets that you charge a customer is based upon the price paid
by you to your liquidity providers, or the spot price at the time of the customer's
transaction. If the former, please disclose any risks related to fluctuations in crypto asset
prices between the time of purchase and onward sale to customers that you face.
23.To the extent material to an understanding of your business, please discuss any steps you
take to safeguard your customers’ crypto assets and describe any policies and procedures
that are in place to prevent self-dealing and other potential conflicts of interest.  Describe
any policies and procedures you have regarding the commingling of assets, including
customer assets, your assets, and those of affiliates or others.  Identify what material
changes, if any, have been made to your processes in light of the current crypto asset
market disruption.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Bitcoin Depot, page 240
24.Refer to your response to comment 31.  You disclose that you maintain a low balance of
cryptocurrency - typically less than $0.5 million - and that you transact almost exclusively
in Bitcoin.  Given that your crypto asset balance was $6.6 million at December 31, 2021,
and $6.0 million was in Ethereum, please include additional disclosures in your next
amendment discussing these balances.
25.Given the low balance of cryptocurrency, please tell us the following regarding your
replenishment process:
•Address how the Company monitors the real time notifications and activities of
customer requests for the purchases and sales of crypto assets and how this equates to
the Company's buying and selling activities in order to maintain sufficient inventory
of crypto assets on hand to meet customer demand; and
•Address if you have had instances where you have not had sufficient crypto assets in
inventory in order to execute customer transactions, and if not, the steps taking to
perform execution of the transactions.
26.We note your response to comment 34 related to fees.  For BTM kiosk transactions,
you charge a $3 flat fee and for BDCheckout transactions, you charge a $3.50 flat fee that
is equal to the fee charged by Incomm to facilitate BDCheckout transactions.  Please
clarify if you pass along any of the $3 flat fee for BTM kiosk transactions, or if it all
represents net revenue.  And clarify if you pass along the entire $3.50 flat fee on
BDCheckout transactions, or if there is no net revenue from flat fees on BDCheckout
transactions.
27.We note your responses to comments 34, 35, 53, and 54 related to prices used in
cryptocurrency transactions, including mark-ups.  We disagree with your assertion that
mark-up information is not meaningful to an investor's understanding of your profitability
over time.  Please tell us, and revise your next amendment, to address the following
regarding these mark-ups:

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 January 19, 2023 Page 6
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
January 19, 2023
Page 6
•Your mark-up percentages or a range of mark-up percentages, by transaction type
(BTM kiosk, BDCheckout, Bitcoin Depot website) in the periods presented; and
•Specifically, how these mark-up percentages are determined, taking into account
transaction volume, location, demand, etc.
28.Please tell us how your balance of kiosks-owned and kiosks-leased on the Consolidated
Balance Sheets in the periods presented reconciles with the key business metric installed
kiosks presented on page 242.  For example, we noted that kiosks - leased was exactly the
same at December 31, 2021, June 30, 2022 (as presented in your last filing) and
September 30, 2022, kiosks - owned changed slightly during those periods, but installed
kiosks increased from 6,220 to 6,955 to 6,787 at December 31, 2021, June 30, 2022, and
September 30, 2022, respectively.
29.To the extent material, please discuss whether the crypto assets you own serve as
collateral for any loan, margin, rehypothecation, or other similar activities to which you or
your affiliates are a party.  If so, identify and quantify the crypto assets used in these
financing arrangements and disclose the nature of your relationship for loans with parties
other than third-parties.  State whether there are any encumbrances on the collateral.
 Discuss whether the current crypto asset market disruption has affected the value of the
underlying collateral.
Lux Vending, LLC (DBA Bitcoin Depot)
Notes to Consolidated Financial Statements December 31, 2021 and 2020
Note 2. Summary of Significant Accounting Policies
(e) Cryptocurrencies, page F-48
30.Refer to your response to comment 48.  We note that the Company provides services
whereby customers can sell their crypto assets to the Company through a BTM.  As it
relates to this service offering, please address the following:
•Quantify the revenue year-to-date in 2022, as well as for 2021, and 2020;
•Indicate the fiat currency available for withdrawal and if there are any limitations on
the amount of cash that can be withdrawn, as well as the process for replenishing
ca

CORRESP
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CORRESP

 FOIA Confidential Treatment Request

Under 17 C.F.R §200.83

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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

Page
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

Page
3

 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

Page
4

 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

Page
5

 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

Page
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

United States securities and exchange commission logo
November 8, 2022
Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.
840 Park Drive East
Boca Raton, Florida 33432
Re:GSR II Meteora Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 5, 2022
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.
Proxy Statement filed on 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.
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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 November 8, 2022 Page 2
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
November 8, 2022
Page 2
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.
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.
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.
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.
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".
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

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 November 8, 2022 Page 3
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
November 8, 2022
Page 3
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
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.
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.
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.
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.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 November 8, 2022 Page 4
 FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
November 8, 2022
Page 4
The status of various cryptocurrencies as a "security" is subject to a high degree of uncertainty...,
page 81
13.We note your statements that "the legal test for determining whether any given digital
asset is a security is a highly complex, fact-driven analysis that may evolve over time,"
that "[t]he SEC generally does not provide advance guidance" and that "it is difficult to
predict the direction or timing of any evolution in regulations."  Please remove
these statements as the legal tests are well-established by U.S. Supreme Court case law
and SEC staff have issued reports, orders, and statements that provide guidance on when a
crypto asset may be a security for purposes of the U.S. federal securities laws.
Many of our kiosks and key components to these kiosks are procured from a single or limited
number of suppliers..., page 82
14.We note your disclosure that you have a significant vendor from which you purchase
substantially all of your kiosks and from which you license related technology and that the
term of the agreement with this vendor continues for as long as you retain ownership or
use of the kiosks you purchased, unless otherwise terminated due to a breach.  Please
revise to clarify what would constitute a breach.
Risks Related to Management and Employees, page 83
15.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination, and include
this discussion in the section "Proposal No. 1 - The Business Combination Proposal -
PubCo's Board of Directors' Reasons for the Approval of the Business Combination" on
page 146.
16.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Risks Related to GSRM and the Business Combination, page 97
17.Please specifically highlight the risk that the Sponsor will benefit from the completion of a
business combination and may be incentivized to complete an acquisition of a less
favorable target company or on terms less favorable to shareholders rather than liquidate.
18.Please expand your discussion of the material risks to public warrant holders to include
those arising from differences between private and public warrants. Clarify whether recent
common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. Clearly explain the steps, if any, the company will take notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 November 8, 2022 Page 5
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
November 8, 2022
Page 5
19.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
Business of Bitcoin Depot, page 220
20.We note your disclosure that your BDCheckout locations are sourced and connected
through your relationship with a leading payment processing provider.  Please revise your
disclosure to identify the payment processing provider to which you refer.
Our Products, page 222
21.We note your statement on page 223 that "based on historical enforcement actions and
existing regulations and laws, we believe that our activities and the cryptocurrencies that
we sell (Bitcoin, Litecoin and Ethereum) do not subject us to SEC regulation, and thus we
believe we are not required to be registered with the SEC to sell such cryptocurrencies at
our BTMs and via BDCheckout. Please revise to disclose the policies and procedures you
have in place which allow you have made this determination and advise us as to whether
(and, if so, how) you have evaluated the characterization of Ether in light of the recent
Ethereum merge.  In addition, please revise to clarify, if accurate, that such processes are
risk-based judgments made by the company and not a legal standard or determination
binding on any regulatory body or court.
22.Please provide a complete description of typical purchase and sale transactions at a
Bitcoin Depot BTM. In particular, please:
•At each stage of the transaction, identify who has custody of any funds going out to
fund a transaction;
•At each stage of the transaction, identify who has custody of any asset, digital or
otherwise, that goes back to a customer’s brokerage account;
•Please clarify whether, in a user purchase transaction, the crypto assets distributed to
a BTM user are held in a Bitcoin Depot wallet or are purchased on an exchange or
from a liquidity provider at the time of order;
•Please clarify whether, in a user sale transaction, the crypto assets purchased from a
BTM user are held in a Bitcoin Depot wallet or are immediately offered for sale on
an exchange or to a liquidity provider; and
•Clarify the extent of regulatory approvals to perform these tasks.
23.Please revise this section to discuss in greater detail your custodial practices for crypto
assets. To provide more clarity, please address the items below:
•briefly discuss how you determine what portion of the crypto assets are held in hot
wallets and cold wallets, respectively;
•disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•identify the person(s) that have access to the digital assets and whether any persons

 FirstName LastNameLewis Silberman
 Comapany NameGSR II Meteora Acquisition Corp.
 November 8, 2022 Page 6
 FirstName LastNameLewis Silberman
GSR II Meteora Acquisition Corp.
November 8, 2022
Page 6
(e.g., auditors, etc.) are responsible for verifying the existence thereof. Also clarify
whether any insurance providers have inspection rights associated with the digital
assets held in storage;
•identify the person(s) that have the authority to release the proceeds from your
wallets; and
•briefly discuss how the existence, exclusive ownership and software functionality of
private cryptocurrency keys and other ownership records are validated by the relevant
parties.
24.We note your disclosure that kiosk users can "create and use a Bitcoin Depot-branded
wallet (un-hosted and non-custodial)." Please fully describe the nature of Bitcoin Depot-
branded wallets, including the procedure by which a user creates the wallet, what app or
other means through which users can access the wallet, how private keys are transmitted
to users, and whether Bitcoin Depot is liable or responsible for any losses users may
experience.
25.We note that your kiosks are manufactured and supplied by ATM companies, including
Genmega. Please provide a breakdown of your kiosks by manufacturer, and confirm
whether your relationship with any manufacturer is material.
26.Please provide a description of the differences between a BDCheckout transaction and a
kiosk transaction, including any fees payable to third parties and a comparison of the costs
and relative profitability of the two products.
27.We note your disclosure on page 223 that as of June 30, 2022, your contracts with your
top 10 retail partners had a weighted average remaining life of 2.8 years.  Please identify
your top 10 retail partners, the total revenues derived from each partner and the remaining
life for each of these contracts.  In addition, we note your disclosure throughout that your
BDCheckout product is available at 8,000 "well-known retail locations."  Please revise
your disclosure to clarify what you mean by "well-known retail locations."
Our Competitive Strengths, page 225
28.We note your statement on page 226 that you "have invested in and maintain robust,
multi-layer compliance procedures to evaluate potential users, open user accounts and
monitor transactions at [y]our BTMs." Please revise to describe your AML/KYC
procedures, including how users are verified at the kiosk, and describe any challenges
with kiosk-based verification given your use of and connectivity with non-hosted, n

CORRESP
1
filename1.htm

CORRESP

 February 23, 2022

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Attn:
 Victor Rivera Melendez

Re:
 GSR II Meteora Acquisition Corp.

Registration Statement on Form S-1

File No. 333-261965

Dear Mr. Melendez:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Oppenheimer & Co. Inc., as the underwriter for this offering, hereby join in the request of GSR II Meteora Acquisition Corp. (the “Company”) for acceleration
of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. (Eastern Time) on Thursday, February 24, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that as of the date hereof we have distributed approximately 175 copies of the
Company’s Preliminary Prospectus dated February 22, 2022 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

OPPENHEIMER & CO. INC.

By:

 /s/ Peter Bennett

Name:

 Peter Bennett

Title:

 Managing Director

CORRESP
1
filename1.htm

CORRESP

 GSR II METEORA ACQUISITION CORP.

840 Park Drive East

 Boca Raton,
Florida 33434

 February 23, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549-4628

Attn:
 Victor Rivera Melendez

Re:
 GSR II Meteora Acquisition Corp.

Registration Statement on Form S-1

File No. 333-261965

Dear Mr. Melendez:

 GSR II Meteora
Acquisition Corp. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the
above-captioned Registration Statement, as amended, to 4:00 P.M., Washington, D.C. time, on February 24, 2022 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Very truly yours,

    GSR II METEORA ACQUISITION CORP.

By:

 /s/ Gus Garcia

Gus Garcia

Co-Chief Executive Officer

Cc:
 Lewis Silberman, GSR II Meteora Acquisition Corp.

Steven Stokdyk, Latham & Watkins LLP

Philip Dear, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 GSR II METEORA ACQUISITION CORP.

840 Park Drive East

 Boca Raton,
Florida 33434

 February 22, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549-4628

Attn:
 Victor Rivera Melendez

Re:
 GSR II Meteora Acquisition Corp.

Registration Statement on Form S-1

File No. 333-261965

Dear Mr. Melendez:

 GSR II Meteora
Acquisition Corp. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the
above-captioned Registration Statement, as amended, to 4:00 P.M., Washington, D.C. time, on February 23, 2022 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Very truly yours,

    GSR II METEORA ACQUISITION CORP.

By:

 /s/ Gus Garcia

Gus Garcia

Co-Chief Executive Officer

Cc:
 Lewis Silberman, GSR II Meteora Acquisition Corp.

Steven Stokdyk, Latham & Watkins LLP

Philip Dear, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 February 22, 2022

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Attn:
 Victor Rivera Melendez

Re:
 GSR II Meteora Acquisition Corp.

Registration Statement on Form S-1

File No. 333-261965

Dear Mr. Melendez:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Oppenheimer & Co. Inc., as the underwriter for this offering, hereby join in the request of GSR II Meteora Acquisition Corp. (the “Company”) for acceleration
of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. (Eastern Time) on Wednesday, February 23, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that as of the date hereof we have distributed approximately 175 copies of the
Company’s Preliminary Prospectus dated December 30, 2021 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

OPPENHEIMER & CO. INC.

By:

 /s/ Peter Bennett

Name:

 Peter Bennett

Title:

 Managing Director

United States securities and exchange commission logo
January 7, 2022
Gus Garcia
Co-Chief Executive Officer
GLA II Meteora Acquisition Corp.
4 Village Row
New Hope, Pennsylvania 18938
Re:GLA II Meteora Acquisition Corp.
Registration Statement on Form S-1
Filed January 3, 2022
File No. 333-261965
Dear Mr. Garcia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Victor Rivera Melendez at 202-551-4182 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Steven B. Stokdyk