Current Report Filing (8-k)
February 22 2023 - 7:02AM
Edgar (US Regulatory)
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2023-02-22
2023-02-22
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2023-02-22
2023-02-22
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GWII:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerWholeShareMember
2023-02-22
2023-02-22
iso4217:USD
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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 22, 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 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).
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 22, 2023 |
By: |
/s/ Cary Grossman |
|
Name: |
Cary Grossman |
|
Title: |
President, CEO and CFO |
2
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