Item 8.01. Other Event.

Good Works II Acquisition Corp. (the "Company"), a blank-check 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 the units issued in its 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 its Amended and Restated Certificate of Incorporation, as amended.

In order to 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. The proceeds of the trust account will be held in a non-interest bearing account 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.

The Company's sponsor and other holders of founder shares, which were initially issued to the Company's sponsor prior to the Company's initial public offering, have agreed to waive their redemption rights with respect to their shares of founder shares. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.





Forward-Looking Statements


Some of the statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Good Works, including statements regarding the planned liquidation. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," "positions," "enables" and similar expressions (including the negative versions of such words or expressions).


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