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 specified in its charter)

4265 SAN FELIPE, SUITE 603

HOUSTON, texas 77027

(713) 468-2717

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Stock, Par Value $0.0001 Per Share

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Approximate number of holders of record as of the certification or notice date: Seven

Pursuant to the requirements of the Securities Exchange Act of 1934, Good Works II Acquisition Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.