UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Good Works II Acquisition Corp.
| (Name of Issuer) |
Common Stock, $0.001 par value |
| (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 designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 38216G104 | SCHEDULE 13G/A | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS Walleye Capital LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 100,000 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 100,000 | |||
| 8 | SHARED DISPOSITIVE POWER 0 | |||
| CUSIP No. 38216G104 | SCHEDULE 13G/A | Page 3 of 6 Pages |
| Item 1. | (a) Name of Issuer |
Good Works II Acquisition Corp.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
4265 San Felipe, Suite 603
Houston, Texas 77027
| Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Walleye Capital LLC, a Minnesota limited liability company, 2800 Niagara Lane N, Plymouth, MN 55447.
| Item 2. | (d) Title of Class of Securities |
Common Stock, $0.001 par value
| Item 2. | (e) CUSIP No.: |
38216G104
| CUSIP No. 38216G104 | SCHEDULE 13G/A | Page 4 of 6 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 38216G104 | SCHEDULE 13G/A | Page 5 of 6 Pages |
Item 4. Ownership
Information with respect to the Reporting Person’s ownership of the Common Stock as of December 30, 2022, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.
The amount beneficially owned by the Reporting Person is determined based on 8,874,470 shares of Common Stock, $0.001 par value, outstanding as of 12/31/2022.