UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January ~~December 22~~18, ~~2022~~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 No.)		(I.R.S. Employer Identification No.)

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 name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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-14(c)).

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 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

Item 5 3.~~02,~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Principal~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors~~Continued Listing Rule or Standard; ~~Appointment~~Transfer of ~~Principal Officers~~Listing.

On ~~December 22,~~ ~~2022~~January 18, 2023, Good Works II Acquisition Corp. (the “Company”) ~~and~~received ~~Shoreline~~a ~~Capital~~written ~~Advisors,~~notice ~~Inc.,~~(the an“Notice”) ~~affiliate~~from of the ~~Company’s~~Nasdaq Listing ~~Chief~~Qualifications ~~Executive~~Department ~~Officer,~~of ~~President~~The ~~and~~Nasdaq ~~member~~Stock ofMarket ~~its~~(“Nasdaq”) ~~board~~indicating ofthat ~~directors,~~the ~~entered~~Company ~~into~~was annot ~~amended~~in ~~and~~compliance ~~restated~~with ~~Administrative Services~~Listing ~~Agreement~~Rule 5550(a)(3) (the “~~Agreement”)~~Minimum inPublic ~~order~~Holders toRule”), ~~extend~~which requires the ~~term~~Company ofto ~~the~~have ~~previous~~at ~~Administrative~~least ~~Services~~300 ~~Agreement.~~public ~~Pursuant~~holders tofor ~~the~~continued ~~Agreement,~~listing on the ~~Company~~Nasdaq ~~will~~Capital ~~continue~~Market to(the ~~pay~~“Minimum ~~Shoreline~~Public aHolders ~~total~~Rule”). ofThe ~~$10,000~~Notice ~~per~~is ~~month~~only ~~until~~a ~~the~~notification ~~earlier~~of deficiency, not of ~~(i)~~imminent ~~the~~delisting, ~~consummation~~and byhas ~~the~~no ~~Company of~~current aneffect ~~initial~~on ~~business~~the ~~combination,~~listing or ~~(ii)~~trading of the Company’s ~~liquidation~~securities on Nasdaq Capital Market.

~~Item~~The Notice states that 9the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule.01 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. ~~Financial~~If ~~Statements~~Nasdaq ~~and~~accepts ~~Exhibits~~Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from 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.

~~(d) Exhibits~~1

No.		Description
10.1		Administrative Service Agreement, dated December 22, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

1Pursuant 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.

~~SIGNATURE~~GOOD WORKS II ACQUISITION CORP. By: /s/ Cary Grossman Cary Grossman President and Chief Financial Officer

~~Pursuant to~~Dated: ~~the~~January ~~requirements of the Securities and Exchange Act of 1934~~20, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2023

~~GOOD WORKS II ACQUISITION CORP. By: /s/ Cary Grossman Cary Grossman President and Chief Financial Officer~~2

Dated: December 29, 2022

Filing Compare · Good Works II Acquisition Corp.