GWII / Good Works II Acquisition Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40585 GOOD WORKS II ACQUISITION CORP. (Exact name of registrant as spec

Other Events

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 incorpor

Termination Agreement, dated February 15, 2023

Exhibit 10.1 TERMINATION AGREEMENT This tERMINATION AGREEMENT (this “Agreement”) is effective as of February 15, 2023 (the “Effective Date”), by and among Good Works II Acquisition Corp., a Delaware corporation (“Good Works”), Direct Biologics, Inc., a Delaware corporation (“Company Topco”), DB Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), DB DRE LLC, a Delaware limited liabilit

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 15, 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 incorpor

GWII / Good Works II Acquisition Corp / Walleye Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

GWII / Good Works II Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d434886dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Good Works II Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statem

GWII / Good Works II Acquisition Corp / Weiss Asset Management LP Passive Investment

8,874,470 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GWII / Good Works II Acquisition Corp / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Good Works II Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

GWII / Good Works II Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GOOD WORKS II ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 38216G203** (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the

Filed by Good Works II Acquisition Corp.

Filed by Good Works II Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Good Works II Acquisition Corp. (Commission File No. 001-40585) Date: January 25, 2023 Next - Generation Life Saving Solutions Corporate Overview – January 2023 Disclaimer 2 Direct

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 18, 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 22, 2022 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

Administrative Service Agreement, dated December 22, 2022

Exhibit 10.1 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 December 22, 2022 Shoreline Capital Advisors, Inc. 1536 Whispering Pines Drive Houston, TX 77055 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Good Works II Acquisition Corp. (the ?Company?) and Shoreline Capital Advisors (the ?Consultant?), dated as of the d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40585 GOOD

Amendment to Amended and Restated Certificate of Incorporation of Good Works II Acquisition Corp., dated October 11, 2022

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOOD WORKS II ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law GOOD WORKS II ACQUISITION CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Good Works II Acquisition

Good Works II Acquisition Corp. and Direct Biologics, LLC Announce a Definitive Agreement for a Business Combination

Exhibit 99.1 Good Works II Acquisition Corp. and Direct Biologics, LLC Announce a Definitive Agreement for a Business Combination HOUSTON and AUSTIN, Texas (October 13, 2022) ? Good Works II Acquisition Corp. (Nasdaq: GWII) (?Good Works II?), a publicly traded special purpose acquisition company (?SPAC?), and Direct Biologics, LLC (?Direct Biologics?), a late-stage biotechnology company, today ann

Amendment to Amended and Restated Certificate of Incorporation of Good Works II Acquisition Corp., dated October 11, 2022

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOOD WORKS II ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law GOOD WORKS II ACQUISITION CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Good Works II Acquisition

Amended and Restated Business Combination Marketing Agreement, dated October 12, 2022

Exhibit 10.3 I-Bankers Securities, Inc. October 12, 2022 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Attn: Cary Grossman, President Ladies and Gentlemen: This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) to serve as the Company?s advisor in connectio

Business Combination Agreement, dated as of October 12, 2022, by and among Good Works II Acquisition Corp., Direct Biologics, Inc., DB Merger Sub, Inc., DB DRE LLC, and Direct Biologics, LLC

Exhibit 2.1 EXECUTION BUSINESS COMBINATION AGREEMENT by and among GOOD WORKS II ACQUISITION CORP., DIRECT BIOLOGICS, INC., DB MERGER SUB, INC., DB DRE LLC, and DIRECT BIOLOGICS, LLC Dated as of October 12, 2022 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 Article II. CLOSING; REORGANIZATION; AGRE

Amended and Restated Business Combination Marketing Agreement, dated October 12, 2022

Exhibit 10.3 I-Bankers Securities, Inc. October 12, 2022 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Attn: Cary Grossman, President Ladies and Gentlemen: This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) to serve as the Company?s advisor in connectio

Good Works II Acquisition Corp. and Direct Biologics, LLC Announce a Definitive Agreement for a Business Combination

Exhibit 99.1 Good Works II Acquisition Corp. and Direct Biologics, LLC Announce a Definitive Agreement for a Business Combination HOUSTON and AUSTIN, Texas (October 13, 2022) ? Good Works II Acquisition Corp. (Nasdaq: GWII) (?Good Works II?), a publicly traded special purpose acquisition company (?SPAC?), and Direct Biologics, LLC (?Direct Biologics?), a late-stage biotechnology company, today ann

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): October 12, 2022 GOOD WORKS II AC

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): October 12, 2022 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

Business Combination Agreement, dated as of October 12, 2022, by and among Good Works II Acquisition Corp., Direct Biologics, Inc., DB Merger Sub, Inc., DB DRE LLC, and Direct Biologics, LLC

Exhibit 2.1 EXECUTION BUSINESS COMBINATION AGREEMENT by and among GOOD WORKS II ACQUISITION CORP., DIRECT BIOLOGICS, INC., DB MERGER SUB, INC., DB DRE LLC, and DIRECT BIOLOGICS, LLC Dated as of October 12, 2022 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 Article II. CLOSING; REORGANIZATION; AGRE

Next - Generation Life Saving Solutions Corporate Overview – September 2022 Direc t B iologics 2 Disclaimer This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respe

Exhibit 99.2 Next - Generation Life Saving Solutions Corporate Overview ? September 2022 Direc t B iologics 2 Disclaimer This presentation (? Presentation ?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the propose d o ffering (the ? Offering ?) of Direct Biologics, LLC, a Wyoming limited liability company (? Direct Biologics ?) of

Next - Generation Life Saving Solutions Corporate Overview – September 2022 Direc t B iologics 2 Disclaimer This presentation (“ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respe

Exhibit 99.2 Next - Generation Life Saving Solutions Corporate Overview ? September 2022 Direc t B iologics 2 Disclaimer This presentation (? Presentation ?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the propose d o ffering (the ? Offering ?) of Direct Biologics, LLC, a Wyoming limited liability company (? Direct Biologics ?) of

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): October 12, 2022 GOOD WORKS II AC

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): October 12, 2022 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

Good Works II Acquisition Corp. Announces Letter of Intent for a Business Combination with Direct Biologics, LLC Direct Biologics leverages a proprietary extracellular vesicle platform technology designed to harness the power of bone marrow-derived m

Exhibit 99.1 Good Works II Acquisition Corp. Announces Letter of Intent for a Business Combination with Direct Biologics, LLC Direct Biologics leverages a proprietary extracellular vesicle platform technology designed to harness the power of bone marrow-derived mesenchymal stem cells to develop cell-free therapeutics Product candidate, ExoFlo?, is in a Phase 3 clinical trial for treating moderate-

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 27, 2022 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 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0922goodworks2.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40585 GOOD WORKS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 23, 2022 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 Orga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 17, 2022 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 Orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40585 GOOD WORK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-40585 GOOD WORKS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-40585 GOOD WORKS II ACQUISITION CORP

Description of Registrant’s Securities

EXHIBIT 4.2 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of Good Works II Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certif

GWII / Good Works II Acquisition Corp / Walleye Capital LLC Passive Investment

SC 13G 1 walleye-gwii123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro

GWII / Good Works II Acquisition Corp / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment

SC 13G 1 d241930dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Good Works II Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statem

GWII / Good Works II Acquisition Corp / Weiss Asset Management LP Passive Investment

29,400,000 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GWII / Good Works II Acquisition Corp / Shaolin Capital Management LLC - SC 13G GWII Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

GWII / Good Works II Acquisition Corp / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement)

GWII / Good Works II Acquisition Corp / Magnetar Financial LLC - SC 13G Passive Investment

SC 13G 1 tm222458d63sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 38216G104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40585 GOOD

Other Events, Financial Statements and Exhibits

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): August 19, 2021 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 O

Good Works II Acquisition Corp. Announces Upcoming Automatic Unit Separation

Exhibit 99.1 Good Works II Acquisition Corp. Announces Upcoming Automatic Unit Separation Houston, TX, August 19, 2021? Good Works II Acquisition Corp. (NASDAQ: GWIIU) (the ?Company?) announced today that, on August 23, 2021, the Company?s units will no longer trade, and that the Company?s common stock and redeemable warrants, which together comprise the units will commence trading separately. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

HIGHBRIDGE CAPITAL MANAGEMENT LLC - GOOD WORKS II ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Good Works II Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 38216G203** (CUSIP Number) July 14, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pu

GOOD WORKS II ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4

Exhibit 99.1 GOOD WORKS II ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Good Works II Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance s

Financial Statements and Exhibits, Other Events

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): July 14, 2021 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 Org

Underwriting Agreement, dated July 12, 2021, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters.

EX-1.1 2 d188421dex11.htm EX-1.1 Exhibit 1.1 20,000,000 Units Good Works II Acquisition Corp. UNDERWRITING AGREEMENT July 12, 2021 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Good Works Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its ag

Business Combination Marketing Agreement, dated July 9, 2021, by and between the Company and the Representative.

Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 July 9, 2021 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Attn: Cary Grossman, President Ladies and Gentlemen: This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) t

Letter Agreement, dated July 9, 2021, by and among the Company, I-B Good Works 2, LLC and each of the officers and directors of the Company (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 10.1 July 9, 2021 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the ?Company?) and I-Bankers

Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOOD WORKS II ACQUISITION CORP. July 8, 2021 Good Works II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Good Works II Acquisition Corp.? The original certificate of incorporation was filed with th

Investment Management Trust Agreement, dated July 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 9, 2021 by and between Good Works II Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-25

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): JULY 9, 2021 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 Orga

Warrant Agreement, dated July 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 4.1 WARRANT AGREEMENT between GOOD WORKS II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This agreement (?Agreement?) is made as of July 9, 2021 between Good Works II Acquisition Corp., a Delaware corporation, with offices at 4265 San Felipe, Suite 603, Houston, Texas 77027 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, wit

Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 9, 2021, is made and entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the ?Company?), I-B Good Works 2, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page hereto (each such

Administrative Services Agreement, dated July 9, 2021, by and between the Company and Shoreline Capital Advisors, LLC (incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K filed July 15, 2021)

Exhibit 10.4 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 July 9, 2021 Shoreline Capital Advisors, Inc. 1536 Whispering Pines Drive Houston, TX 77055 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Good Works II Acquisition Corp. (the ?Company?) and Shoreline Capital Advisors (the ?Consultant?), dated as of the date h

Good Works II Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering

Exhibit 99.1 Good Works II Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering Houston, Texas, July 12, 2021 ? Good Works II Acquisition Corp. (NASDAQ: GWIIU) (the ?Company?) announced today that it priced its initial public offering of 20,000,000 units at a price to the public of $10.00 per unit. The units are expected to commence trading on July 12, 2021 on the Nasdaq Cap

Good Works II Acquisition Corp. Announces Closing of $230,000,000 Initial Public Offering, Including Full Exercise of Underwriter Over-Allotment Option

Exhibit 99.2 Good Works II Acquisition Corp. Announces Closing of $230,000,000 Initial Public Offering, Including Full Exercise of Underwriter Over-Allotment Option Houston, TX, July 14, 2021 ? Good Works II Acquisition Corp. (NASDAQ: GWIIU) (the ?Company?) announced today the closing of its initial public offering of 23,000,000 units, which included the full exercise of the underwriters? over-all

Good Works II Acquisition Corp. 20,000,000 Units

Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(4) Registration No.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Good Works II Acquisition Corp. (Exact name of registr

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Good Works II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-2899919 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

July 7, 2021

July 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Good Works II Acquisition Corp. Registration Statement on Form S-1 File No. 333-254462 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), I-Bankers Securities, Inc., as representative of the several und

Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, Texas 77027

Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, Texas 77027 July 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Good Works II Acquisition Corp. Registration Statement on Form S-1 File No. 333-254462 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Good Works II Acquisition Cor

As filed with U.S. Securities and Exchange Commission on June 25, 2021.

Table of Contents Index to Financial Statements As filed with U.S. Securities and Exchange Commission on June 25, 2021. Registration No. 333-254462 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOOD WORKS II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware

Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no. 333-254462)

Exhibit 14 GOOD WORKS II ACQUISITION CORP. CODE OF ETHICS I. INTRODUCTION The Board of Directors (the ?Board?) of Good Works II Acquisition Corp. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) (each a

Consent of Adelmo Lopez.*

Exhibit 99.7 CONSENT OF ADELMO (AL) LOPEZ In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Isleworth H

Form of Nominating and Corporate Governance Committee Charter.*

Exhibit 99.3 GOOD WORKS II ACQUISITION CORP. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MEMBERSHIP The Nominating and Corporate Governance Committee (the ?Committee?) of the board of directors (the ?Board?) of Good Works II Acquisition Corp. (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of

Certificate of Incorporation.*

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 03:54 PM 07/27/2020 FILED 03:54 PM 07/27/2020 SR 20206428184 - File Number 3323557 CERTIFICATE OF INCORPORATION OF I-B GOOD WORKS 2 CORPORATION FIRST: The name of this corporation is I-B Good Works 2 Corporation. SECOND: Its registered office in the State of Delaware is to be located at 251 Little Falls Drive, in t

* * *

100 N. 18TH STREET SUITE 300 PHILADELPHIA, PA 19103 t 202.778.6400 f 202.778.6460 www.schiffhardin.com CAVAS S. PAVRI 202.724.6847 [email protected] June 4, 2021 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman, Esq. Re: Good Works II Acquisition Corp.

Form of Underwriting Agreement.*

Exhibit 1.1 20,000,000 Units Good Works II Acquisition Corp. UNDERWRITING AGREEMENT , 2021 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Good Works Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with I-Bankers Securities, Inc.

Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1 file no. 333-254462)

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Good Works II Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pr

Form of Business Combination Marketing Agreement between the Registrant and I-Bankers Securities, Inc.*

Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 , 2021 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Attn: Cary Grossman, President Ladies and Gentlemen: This is to confirm our agreement whereby Good Works II Acquisition Corp., a Delaware corporation (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) to serv

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOOD WORKS II ACQUISITION CORP. [?], 2021 Good Works II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Good Works II Acquisition Corp.? The original certificate of incorporation was filed with the S

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 38216G 203 GOOD WORKS II ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $0.0001 per share (?Common Stock?), of Good Works

Consent of Stephen J. Harper.*

Exhibit 99.6 CONSENT OF STEPHEN J. HARPER In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Isleworth H

Bylaws (incorporated by reference to exhibit 3.4 of the Form S-1 file no. 333-254462)

Exhibit 3.4 BYLAWS OF GOOD WORKS II ACQUISITION CORPORATION (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agen

Form of Founder Stock Subscription Agreement.*

Exhibit 10.5 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, Texas 77027 , 202 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on , 2020 by and between (the ?Subscriber? or ?you?), and Good Works II Acquisition Corp., a Delaware corporation (the ?Company,? ?we? or ?us?). Pursuant to the terms hereof, the Company hereb

Specimen Common Stock Certificate.*

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 38216G 104 GOOD WORKS II ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF GOOD WORKS II ACQUISITION CORP. (THE ?CORPORATION?) transferable on the books of the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between GOOD WORKS II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This agreement (?Agreement?) is made as of [?], 2021 between Good Works II Acquisition Corp., a Delaware corporation, with offices at 4265 San Felipe, Suite 603, Houston, Texas 77027 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with o

Consent of Jeffrey A. Rosen.*

Exhibit 99.5 CONSENT OF JEFFREY A. ROSEN In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Isleworth He

Form of Letter Agreement among the Registrant, I-B Good Works 2, LLC and each officer and director of the Registrant.*

Exhibit 10.2 , 2021 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the ?Company?) and I-Bankers Secur

Specimen Warrant Certificate.*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GOOD WORKS II ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 38216G 112 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warra

Form of Registration Rights Agreement among the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Good Works II Acquisition Corp., a Delaware corporation (the ?Company?), I-B Good Works 2, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page hereto (each such party,

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between Good Works II Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254462 (

Promissory Note issued by the Registrant to IBS Holdings Corp.*

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

As filed with U.S. Securities and Exchange Commission on June 4, 2021.

Table of Contents Index to Financial Statements As filed with U.S. Securities and Exchange Commission on June 4, 2021. Registration No. 333-254462 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOOD WORKS II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6

Consent of Linda L. Addison.*

Exhibit 99.4 CONSENT OF LINDA L. ADDISON In connection with the filing by Isleworth Healthcare Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors for Isleworth He

Certificate of Amendment to Certificate of Incorporation.*

Exhibit 3.2 State of Delaware Secretary of State Division of Corporations Delivered 01:15 PM 02/08/2021 FILED 01:15 PM 02/08/2021 SR 20210369572 - File Number 3323557 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF I-B GOOD WORKS 2 CORPORATION It is hereby certified that: 1. The name of the corporation (hereinafter called the ?Company?) is I-B Good Works 2 Corporation. 2. The Certifica

Form of Administrative Services Agreement, by and between the Registrant and Shoreline Capital Advisors, Inc.*

Exhibit 10.8 Good Works II Acquisition Corp. 4265 San Felipe, Suite 603 Houston, TX 77027 , 2021 Shoreline Capital Advisors, Inc. 1536 Whispering Pines Drive Houston, TX 77055 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Good Works II Acquisition Corp. (the ?Company?) and Shoreline Capital Advisors (the ?Consultant?), dated as of the date hereof,

Form of Subscription Agreement between the Registrant and an anchor investor.*

Exhibit 10.6 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEI

Form of Compensation Committee Charter.*

Exhibit 99.2 GOOD WORKS II ACQUISITION CORP. CHARTER OF THE COMPENSATION COMMITTEE MEMBERSHIP The Compensation Committee (the ?Committee?) of the board of directors (the ?Board?) of Good Works II Acquisition Corp. (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market. Each member of the Co

Form of Audit Committee Charter.*

EX-99.1 23 d100951dex991.htm EX-99.1 Exhibit 99.1 GOOD WORKS II ACQUISITION CORP. CHARTER OF THE AUDIT COMMITTEE MEMBERSHIP The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Good Works II Acquisition Corp. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of th

Registration Statement - FORM S-1

S-1 1 d100951ds1.htm FORM S-1 Table of Contents Index to Financial Statements As filed with U.S. Securities and Exchange Commission on March 18, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOOD WORKS II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Del