Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 22, 2022, Good Works II Acquisition Corp. (the "Company") and Shoreline Capital Advisors, Inc., an affiliate of the Company's Chief Executive Officer, President and member of its board of directors, entered into an amended and restated Administrative Services Agreement (the "Agreement") in order to extend the term of the previous Administrative Services Agreement. Pursuant to the Agreement, the Company will continue to pay Shoreline a total of $10,000 per month until the earlier of (i) the consummation by the Company of an initial business combination, or (ii) the Company's liquidation.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



No.       Description

10.1        Administrative Service Agreement, dated December 22, 2022

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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