UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor Section 15(Dd) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~DATE~~of OFthe ~~REPORT~~Securities ~~(DATE~~Exchange OFAct ~~EARLIEST~~of ~~EVENT REPORTED): January 18, 2023~~1934

~~GOOD~~Date ~~WORKS~~of IIReport ~~ACQUISITION~~(Date ~~CORP.~~of earliest event reported): February 15, 2023

GOOD WORKS II ACQUISITION CORP. (Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

delaware	001-40585	86-2899919
Delaware	001-40585	86-2899919
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

4265 SAN FELIPE, SUITE 603

HOUSTON, texas 77027

(Address of principal executive offices ~~and zip code~~)

(713) 468-2717

(Registrant’s telephone number, including area code)

~~(Former~~Not ~~name or former address, if changed from last report)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation to the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule 14d-2~~Section 12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14d-2(b))~~:

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GWII	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share	GWIIW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~1.01. ~~pursuant~~Entry tointo ~~Section~~a ~~12(b) of~~Material ~~the~~Definitive ~~Act:~~Agreement.

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GWII	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share	GWIIW	The NASDAQ Stock Market LLC

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 31.0102. ~~Notice~~Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~January~~previously ~~18,~~disclosed ~~2023, Good~~in ~~Works~~our IICurrent ~~Acquisition~~Report ~~Corp.~~on Form ~~(the~~8-K ~~“Company”)~~filed ~~received~~with athe ~~written~~Securities ~~notice~~and Exchange Commission (the “~~Notice~~SEC”) ~~from~~on ~~the~~October ~~Nasdaq~~12, ~~Listing Qualifications~~2022, ~~Department~~Good ofWorks ~~The~~II ~~Nasdaq~~Acquisition ~~Stock~~Corp., a ~~Market~~Delaware corporation (“~~Nasdaq~~Good Works”), ~~indicating~~entered ~~that~~into ~~the~~a ~~Company~~Business ~~was~~Combination ~~not~~Agreement ~~in compliance with Listing Rule 5550~~(~~a)(3) (~~the “~~Minimum~~Business ~~Public~~Combination ~~Holders Rule~~Agreement”), by ~~which~~and ~~requires~~among ~~the~~Good ~~Company~~Works, toDirect ~~have~~Biologics, atInc., ~~least~~a ~~300~~Delaware ~~public~~corporation, ~~holders~~DB ~~for~~Merger ~~continued listing~~Sub, onInc., ~~the~~a ~~Nasdaq~~Delaware ~~Capital~~corporation, ~~Market~~DB ~~(the~~DRE ~~“Minimum~~LLC, ~~Public Holders Rule”). The Notice is only~~ a ~~notification of deficiency,~~Delaware ~~not~~limited ofliability ~~imminent delisting~~company, and ~~has~~Direct noBiologics, ~~current~~LLC, ~~effect~~a onWyoming ~~the~~limited ~~listing~~liability ~~or trading of the Company’s securities on Nasdaq Capital Market~~company.

~~The~~Termination Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts Company’s plan, Nasdaq may grant the Company an extension of upBusiness ~~to 180 calendar days from~~Combination the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. Agreement

1On February 15, 2023, the parties to the Business Combination Agreement entered into a mutual Termination Agreement (the “Termination Agreement”) which immediately terminated the Business Combination Agreement. The Termination Agreement contained customary mutual releases and covenants not to sue.

~~SIGNATURE~~The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

~~GOOD~~Item ~~WORKS II ACQUISITION CORP~~9.01. ~~By:~~Financial ~~/s/~~Statements ~~Cary Grossman Cary Grossman President~~ and ~~Chief Financial Officer~~Exhibits.

~~Dated:~~(d) ~~January 20, 2023~~Exhibits.

Exhibit No.		Description
10.1		Termination Agreement, dated February 15, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOOD WORKS II ACQUISITION CORP.

Date: February 16, 2023	By:	/s/ Cary Grossman
	Name:	Cary Grossman
	Title:	President, CEO and CFO

Filing Compare · Good Works II Acquisition Corp.