UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1522, 2023

GOOD WORKS II ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware		001-40585		86-2899919
(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)

(713) 468-2717

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of 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 registered pursuant to Section 12(b) of the Act:

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 1 8.01. Other ~~Entry into a Material Definitive Agreement~~Event.

~~The~~Good ~~information~~Works ~~set~~II Acquisition Corp. (the “Company”), a blank-check ~~forth~~company formed for the purpose of acquiring or merging with one or more businesses, plans to redeem all of its outstanding shares of common stock that were included in ~~Item~~the ~~1.02~~units ~~below~~issued isin ~~hereby~~its ~~incorporated~~initial public offering (the “Public Shares”), effective as of the close of business on March 16, 2023 (the “Record Date”), as the Company will not consummate an initial business combination within the time period required by ~~reference~~its ~~into~~Amended ~~this~~and ~~Item~~Restated 1Certificate of Incorporation, as amended.~~01.~~

~~Item~~In order 1to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account.~~02.~~ ~~Termination~~The proceeds of the trust account will be held in a non-interest ~~Material~~bearing ~~Definitive~~account ~~Agreement~~while awaiting disbursement to the holders of the Public Shares. Holders of record, as of the Record Date, of the Public Shares will receive their pro rata portion of the proceeds of the trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after the Record Date.

~~As previously disclosed in our Current Report on~~The ~~Form~~Company’s ~~8-K~~sponsor ~~filed with the Securities~~ and ~~Exchange~~other ~~Commission~~holders ~~(the~~of ~~“SEC”)~~founder ~~on October 12~~shares, ~~2022,~~which ~~Good~~were ~~Works~~initially IIissued ~~Acquisition~~to ~~Corp., a~~the ~~Delaware~~Company’s ~~corporation~~sponsor ~~(“Good~~prior ~~Works”),~~to ~~entered into a Business Combination Agreement (~~the Company’s ~~“Business~~initial ~~Combination~~public ~~Agreement”)~~offering, by ~~and~~have ~~among~~agreed ~~Good~~to ~~Works,~~waive ~~Direct~~their ~~Biologics,~~redemption ~~Inc.,~~rights awith ~~Delaware~~respect ~~corporation,~~to DBtheir ~~Merger~~shares ~~Sub,~~of ~~Inc~~founder shares., There awill ~~Delaware~~be ~~corporation,~~no DBredemption ~~DRE~~rights ~~LLC,~~or aliquidating ~~Delaware limited~~distributions ~~liability~~with ~~company,~~respect ~~and~~to ~~Direct~~the ~~Biologics,~~Company’s ~~LLC~~warrants, awhich ~~Wyoming~~will ~~limited~~expire ~~liability company~~worthless.

~~Termination of Business Combination~~Forward-Looking ~~Agreement~~Statements

OnSome of ~~February~~the ~~15,~~statements ~~2023,~~in this Current Report on Form 8-K are forward-looking statements within the ~~parties~~meaning toof the ~~Business~~federal ~~Combination~~securities ~~Agreement~~laws ~~entered~~with ~~into~~respect ato ~~mutual~~the ~~Termination~~proposed ~~Agreement~~business (combination between Good Works, including statements regarding the planned liquidation. These forward-looking statements generally are identified by the words “~~Termination~~believe,” ~~Agreement~~“project,”) ~~which~~“expect,” ~~immediately~~“anticipate,” “estimate,” ~~terminated~~“intend,” ~~the~~“strategy,” ~~Business~~“future,” ~~Combination~~“forecast,” “opportunity,” ~~Agreement.~~“plan,” ~~The~~“may,” ~~Termination~~“should,” ~~Agreement~~“will,” ~~contained~~“would,” ~~customary~~“will ~~mutual~~be,” ~~releases~~“will continue,” “will likely result,” “positions,” “enables” and ~~covenants~~similar ~~not~~expressions to(including the ~~sue~~negative versions of such words or expressions).

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.~~

1SIGNATURE

~~Item~~Pursuant to ~~9.01.~~the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

	GOOD WORKS II ACQUISITION CORP.

Date: February 22, 2023	By:	/s/ Cary Grossman
	Name:	Cary Grossman
	Title:	President, CEO and CFO

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

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