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 Corp., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on July 9, 2021, or as soon thereafter as possible on such date.
| Very truly yours, | ||
| Good Works II Acquisition Corp. | ||
| By: | /s/ Cary Grossman | |
| Name: Cary Grossman | ||
| Title: President | ||
DC:82305358.1
