Schiff Hardin LLP
901 K Street NW
Suite 700
Washington, DC 20001
T 202.778.6400
F 202.778.6460
schiffhardin.com
Ralph V. De Martino
(202) 724.6848
July 9, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Robert
Littlepage
Claire DeLabar
Larry Spirgel
Matthew Derby
Re:
Good Works Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted on June 14, 2021
CIK No. 0001819989
Ladies and Gentlemen:
On behalf of our client, Good Works Acquisition Corp. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 30, 2021 (the “Comment Letter”) with respect to the Amendment No.1 to Registration Statement on Form S-4 filed with the Commission by the Company June 14, 2021 (the “Submission No. 3”). The Company also previously submitted a Draft Registration Statement on Form S-4 on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Commission on March 19, 2021 (“Submission No. 1”) and a Registration Statement on Form S-4 filed with the Commission on May 14, 2021 (“Submission No. 2” and, together with Submission No. 1 and Submission No. 3, the “Draft Submissions”). Concurrently with the filing of this letter, the Company is hereby submitting Amendment No. 2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) through EDGAR.
For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.
Questions and Answers About the Proposals, page 11
1.
Include an additional Q&A quantifying the total dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, such as the amount of equity held by founders and convertible securities, including warrants retained by redeeming shareholders. Your disclosure should illustrate potential dilution to non-redeeming shareholders assuming different magnitudes of redemptions (e.g. minimum, maximum and interim redemption levels).
