Direct Biologics LLC entered into a non-binding letter of intent to acquire Good Works II Acquisition Corp. (NasdaqCM:GWII) from I-B Good Works 2, LLC and others for approximately $630 million in a reverse merger transaction on September 27, 2022. Direct Biologics LLC entered into a Business Combination Agreement to acquire Good Works II Acquisition Corp. (NasdaqCM:GWII) from I-B Good Works 2, LLC and others in a reverse merger transaction on October 12, 2022. The aggregate consideration available to be received by the members of Direct Biologics is based on an enterprise value of $1.02 billion and consists of enterprise value of $625 million and shares of Company Topco common stock and Direct Biologics Up-C units currently valued at $350 million. IB Investments I LLC, an affiliate of the placement agent and the sponsor, invested $5 million in the private placement. Direct Biologics shareholders will become the majority shareholders of the combined company at closing with approximately 61.7% pro forma ownership, and existing shareholders and investors will continue to hold equity ownership subject to a one-year lock-up period. Private placement investors will own approximately 11.4% of the combined company, presuming a $100 million raise, and the sponsor of GWII and the public shareholders will own approximately 26.9% of the combined company. The combined company will be named Direct Biologics, Inc. and shares of its common stock are expected to trade on the Nasdaq Capital Market. The letter of intent provides that, until November 21, 2022, GWII and Direct Biologics will negotiate exclusively with each other to achieve a definitive agreement whereby GWII would combine with Direct Biologics, resulting in a combined publicly traded company.

The completion of the proposed transaction is subject to the negotiation of a definitive agreement, the combined company is required to have at least $75 million in net cash at closing, subject to approval by GWII's stockholders, the receipt of certain governmental approvals, the required approval by Good Works' stockholders and Direct Biologics' unit holders, all required filings under the HSR Act shall have been completed and any applicable waiting period applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, the Registration Statement / Proxy Statement shall have been declared effective, Good Works shall have at least $5,000,001 of net tangible assets, the shares of Company Topco shall have been approved for listing on the Nasdaq Stock Market and the satisfaction of conditions contained therein. The deal has been approved by the boards of directors of each of Good Works, and Company Topco and the board of managers of Direct Biologics. The proposed transaction is expected to be completed in the first half of 2023.

Raymond James & Associates, Inc. is serving as financial advisor to Direct Biologics. Ralph De Martino of ArentFox Schiff LLP is acting as legal counsel to GWII. Benjamin K. Marsh of Goodwin Procter LLP is acting as legal counsel to Direct Biologics. Ellenoff Grossman & Schole LLP is acting as legal counsel to IBC. IB Capital LLC is serving as placement agent for the private placement and an affiliate of IBC, I-B Good Works 2, LLC, is the sponsor of Good Works II. I-Bankers Securities, Inc., an affiliate of both IBC and the sponsor of Good Works II, acted as the sole book-running manager and the representative of the underwriters for the initial public offering of Good Works II.

Direct Biologics LLC cancelled the acquisition of Good Works II Acquisition Corp. (NasdaqCM:GWII) from I-B Good Works 2, LLC and others in a reverse merger transaction on February 15, 2023.