Redwoods Acquisition: securities offering

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This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. [__]

fs12022_redwoodsacq.htm

REGISTRATION STATEMENT

Confidentially submitted to As filed with the United States Securities and Exchange Commission on January 31 , March 9, 2022.

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(Exact name of registrant as specified in its charter)

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CALCULATION OF REGISTRATION FEE

Title of Class of Security being registered

Amount to be Registered

Units, each consisting of one share of Common Stock, $0.0001 par value, one Warrant to acquire one-half (1/2) share of Common Stock and one Right to acquire one-twentieth (1/20) share of Common Stock (2)

Shares of Common Stock included as part of the Units (3)

Warrants included as part of the Units (3)

Rights included as part of the Units (3)

Shares of Common Stock underlying the Rights included as part of the Units (3)

Representative's Unit Purchase Option

Units underlying the Representative's Unit Purchase Option ("Representative's Units")

Shares of Common Stock included as part of the Representative's Units

Warrants included as part of the Representative's Units

Rights included as part of the Representative's

Shares of Common Stock underlying the Rights included as part of Representative's Units

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(2) Includes (i) Units, (ii) Common Stock, Warrants and Rights underlying such Units and (iii) Common Stock underlying the Rights included in such Units which may be issued on exercise of a 45 -day option granted to the Underwriters to cover over -allotments , if any.

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.

(4) No fee pursuant to Rule 457(g).

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SUBJECT TO COMPLETION, DATED [__], MARCH 9, 2022

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This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one share of common stock, par value $0.0001, one redeemable warrant and one right to receive one -twentieth (1 / 20) -tenth (1/10) of a share of common stock upon the consummation of an initial business combination, as described in more detail in this prospectus. We refer to the rights included in the units as "rights" or the "public rights," and the warrants included in the units as "warrants" or the "public warrants." Each redeemable warrant entitles the holder thereof to purchase one -half (1 / 2) of one share of common stock. We will not issue fractional shares. As a result, you must (i) exercise warrants in multiples of two, at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly exercise your warrants; and (ii) hold rights in multiples of 20 10 in order to receive shares for all of your rights upon closing of a business combination. Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date closing of this prospectus, offering , and will expire five years after the completion of an initial business combination, or earlier upon redemption. The exercise price of the warrants is $11.50 per whole share.

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Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan, have committed to purchase from us an aggregate of 477,500 units, or "private units," at $10.00 per private unit, for a total purchase price of $4,775,000. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, it will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option.

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There is presently no public market for our units, shares of common stock, warrants or rights. We have applied to have our units listed on the Nasdaq Global Market, or Nasdaq, under the symbol " RWOD U". "RWODU". We cannot guarantee that our securities will be approved for listing on Nasdaq. The common stock, warrants and rights comprising the units will begin separate trading on the 45 th day following the date of this prospectus unless Chardan informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8 -K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading as described in this prospectus, the shares of common stock, warrants and rights will be traded on Nasdaq under the symbols " "RWOD," ," " RWOD W," "RWODW," and " RWOD R," "RWODR," respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.

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Upon consummation of the offering, $10.10 per unit sold to the public in this offering (whether or not the underwriters' over -allotment option has been exercised in full or in part) will be deposited into a United States -based trust account at [_________], Bank of America, N.A., maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. Such amount includes $3,750,000, or $0.375 per unit (or $4,312,500 if the underwriters' over -allotment option is exercised in full), payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of the shares of common stock sold in this offering upon our failure to consummate a business combination within the required period.

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Prospectus summary 22 changes

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Our management team is comprised of Jiande Chen, our Chief Executive Officer; Edward Cong Wang, our Chief Financial Officer; and Raymond J. Gibbs, our Audt Audit Committee Chair; Anupum Agarwal and NG Wei Kwang serve as Ng and Hong Li, our independent directors.

Jiande Chen, our Chief Executive Officer, served as the Vice President and Chief Executive Officer and Vice Chairman of IMAX China (HKG:1970). Mr. Chen successfully led the team that completed its initial public offering in October 2015. Edward Cong Wang, our Chief Financial Officer, currently serves as the Chairman, President and Chief Executive Officer at Pacifico Acquisition Corp. (NASDAQ: PAFO), a special purpose acquisition company. Mr. Wang has over 10 years of experience in investments. Raymond J. Gibbs, our Audit Committee Chair, has more than 20 years of experience in high technology and fast moving consumer goods businesses across the primary and secondary capital markets. Anupum Agarwal, our independent director, has over 15 years experiences in clinical trial and pharmacovigilance research. NG Wei Kwang Ng, our independent director, has over 10 years experiences of experience in business management and consulting experience across marketing, banking and legal serives. services. Hong Li, our independent director, has 25 years of executive management experiences in financial industry in U.S. and China. We believe our team has the required investment, transactional and operational expertise to effect a business combination with an attractive target and to position it for long -term success in the public markets.

We believe the anticipated growth in the carbon neutral, energy storage, and related sectors will present a substantial number of actionable opportunities that fit our acquisition criteria. According to Goldman Sachs, the European Union Green Deal is estimated to channel more than $12 $7.9 trillion of investment in clean energy infrastructure by 2050. We expect that manner in which energy is produced, stored and utilized will be transformed. By now, all major economies have embraced the energy transition.

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Notably, several institutional investors have explored investments in the low carbon shift. For example, the Institutional Investors Group on Climate Change, a leading global European investor membership body, counts 370 with more than 375 members in 22 23 countries with assets worth more than $50 over €51 trillion in its membership assets under management, is proactively seeking to invest in the low -carbon transition; Blackstone has set up an incentive funding plan concentrating on deep energy retrofits, renewables and power generation; Goldman Sachs has released a carbon footprint analytics application that enables clients to measure and manage the carbon emissions exposure in their portfolio; and BlackRock and Temasek have committed a combined US$600 million in initial capital to invest in advancing decarbonization solutions to accelerate global efforts to achieve a net zero economy by 2050.

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We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources, and target management teams and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

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Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the business judgment of our board of directors, which wand will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

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In January 2022, we sold an aggregate of 2,875,000 shares of our common stock to certain of our insiders, which we refer to throughout this prospectus as the "insider shares," for an aggregate purchase price of $25,000, or approximately $0.009 $0.0087 per share. The 2,875,000 insider shares held or controlled by our insiders include an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters' over -allotment option is not exercised in full or in part, so that our insiders will collectively own or control 20.0% of our issued and outstanding shares after this offering (excluding the sale of the private units and assuming our insiders do not purchase units in this offering). None of our insiders has indicated any intention to purchase public units in this offering.

The insider shares are identical to the shares of common stock included in the units being sold in this offering. However, our insiders have agreed (A) to vote their insider shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) from the closing of this offering, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then outstanding public shares, (C) not to redeem any shares (including the insider shares and the private shares) to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months, as applicable), from the closing of this offering, and (D) that the insider shares and private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated.

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Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan, have committed to purchase from us an aggregate of 477,500 private units at $10.00 per private unit, for a total purchase price of $4,775,000. Of these units, our sponsor will purchase 377,500 private units and Chardan will purchase 100,000 private units. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, it will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option.

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10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock, one redeemable warrant, and one right. Each redeemable warrant entitles the holder thereof to purchase one -half (1/2) of one share of common stock at a price of $11.50 per whole share. Because the warrants may only be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Each right entitles the holder thereof to receive one -twentieth (1/20) -tenth (1/10) of a share of common stock upon consummation of our initial business combination.

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The warrants will become exercisable on the later of one year after the closing of this offering or the consummation completion of an initial business combination and 12 months from the closing of this offering, provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

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If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The "fair market value" for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. For example, if a holder held 400 600 warrants to purchase 300 shares and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration. Whether we will exercise our option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors including the price of our common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Please see the section of this prospectus entitled "Description of Securities — Warrants" for additional information.

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Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one -twentieth (1/20) -tenth (1/10) of one share of common stock upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one -twentieth (1/20) -tenth (1/10) of one share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of 20 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

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The private units and their component securities will not be transferable, assignable or salable until the completion of our initial business combination. Following such period, the private units (including the private shares, private rights, warrants, and private warrants) rights) will be transferable, assignable or salable, except that the private units (including the private shares, private rights, warrants, and private warrants) rights) will not trade.

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We will sell to the Representative Chardan and/or its designees, at the time of the closing of this offering, for an aggregate of $100.00, an option (the "UPO") to purchase 300,000 units (or 345,000 units if the underwriters' over -allotment option is exercised in full).

The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and the fifth anniversary of the commencement of sales of this offering at a price per unit equal to $11.50 (or 115% of the public $11.50 per unit. offering price).

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$101,000,000 (or $116,150,000 if the over -allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private units, or $10.10 per unit sold to the public in this offering, will be placed in a trust account in the U.S. at [_______], Bank of America, N.A., maintained by American Stock Transfer & Trust Company, LLC, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. These proceeds include $3,750,000 (or $4,312,500 if the underwriters' over -allotment option is exercised in full) in deferred underwriting discounts and commissions which will be paid to the underwriters upon the closing of a business combination. The remainder of the net proceeds of this offering will not be held in the trust account.

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Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income tax or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (estimated to initially be $750,000); provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our insiders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units which consist of 50,000 shares of common stock, rights warrants to receive 2,500 purchase 25,000 shares of common stock and warrants rights to purchase 25,000 receive 5,000 shares of common stock if $500,000 of notes were so converted). If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

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• payment of $10,000 per month to the sponsor (subject to deferral as described herein) for office space, utilities, secretarial and related administrative support services;

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Our insiders, officers and directors, have agreed (i) to vote their insider shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination and (ii) not to redeem any shares (including the insider shares and the private shares) in connection with a stockholder vote to approve, or sell their shares to us in any tender offer in connection with, a proposed initial business combination. As a result, if we sought stockholder approval of a proposed transaction we could need as little as 366,876 of our public shares (or approximately 3.67% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting, that Chardan does not vote in favor of the transaction, that the over -allotment option is not exercised, and that the insiders do not purchase any units in this offering or units or shares in the after -market ). None of our officers, directors, insiders, or their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock in the open market or in private transactions (other than the private units). However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our officers, directors, insiders, or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. There is no limit on the amount of shares that may be purchased by the insiders. Any purchases would be made in compliance with federal securities laws, including the fact that all material information will be made public prior to such purchase, and no purchases would be made if such purchases would violate Section 9(a)(2) or Rule 10b -5 of the Exchange Act, which are rules designed to stop potential manipulation of a company's stock.

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Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the sponsor may not be able to satisfy its indemnification obligations, as we have not required it to retain any assets to provide for its indemnification obligations, nor have we taken any further steps to ensure that it will be able to satisfy any indemnification obligations that arise.

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• Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID -19 ) outbreak pandemic and other events and the status of debt and equity markets.

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Summary financial data 4 changes

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(1) The "as adjusted" working capital amount includes the $101,000,000 to be held in the trust account, plus $750,000 in cash held outside the trust account, less $3,750,000 $4,219,071 of deferred underwriting commissions, total liabilities, plus $21,425 of actual stockholders' equity at January 10, 2022, plus $100 for the sale of the unit purchase option.

(2) The "as adjusted" total liabilities represents represent $469,071 of warrant liability, assuming the over -allotment option is not exercised and up to $3,750,000 of deferred underwriting discounts and commissions which is not due until an initial business combination is consummated, for which we have until 12 months from the closing of this offering to consummate (or up to 18 months if our time to complete a business combination is extended as described herein).

(3) The "as adjusted" value of common stock which may be redeemed for cash equals the "as adjusted" total assets of $101,771,525 less the "as adjusted" total liabilities of $3,750,000 $4,219,071 less the "as adjusted" stockholders' equity of $(2,978,475). $(3,447,546). The amount represents net proceeds allocated to the public common stock less the allocated transaction costs related to this offering. The shares of common stock offered to the public contain redemption rights that make them redeemable by our public stockholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480 -10-S99-3A and will be subsequently accredited at redemption value.

The "as adjusted" column gives effect to the sale of the units we are offering (assuming the over -allotment option is not exercised), including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.

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Risk factors 12 changes

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Risks Associated with Our Search for, and Consummation of or Inability to Consummate a Business Combination Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak pandemic and the status of debt and equity markets.

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Our amended and restated certificate of incorporation will authorize the issuance of up to 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. Immediately after this offering and the purchase of the private units (assuming no exercise of the underwriters' over -allotment option), there will be 30,794,875 30,256,000 authorized but unissued shares of common stock available for issuance (after appropriate reservation for the issuance of the shares underlying the private units and public and private warrants and rights and the issuance of the securities underlying the underwriters' representative's unit purchase option). Although we have no commitment as of the date of this offering, we may issue a substantial number of additional shares of common stock or shares of preferred stock, or a combination of common stock and preferred stock, to complete our initial business combination. The issuance of additional shares of common stock or preferred stock:

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Examples of possible instances where we may engage a third -party that refuses to execute a waiver include the engagement of a third -party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to consummate an initial business combination within 12 (or up to 18) months from the closing of this offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per -share redemption amount received by public stockholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering entered into a transaction written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amounts amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third -party , our sponsor will not be responsible to the extent of any liability for such third -party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

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We are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.10 per public share, implying an initial value of $10.10 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the insider shares, or approximately $0.0087 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination. For example, the following table shows the dilutive effect of the insider shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $96,250,000, $97,250,000, which is the amount we would have for our initial business combination in the trust account after payment of $3,750,000 of deferred underwriting commissions, assuming the underwriters' over -allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target's sellers or other third parties, or the target's business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private warrants. At such valuation, each of our shares of common stock would have an implied value of $7.55 $7.49 per share upon consummation of our initial business combination, which would be a 24.5% 25.1% decrease as compared to the initial implied value per public share of $10.00 (the price per unit in this offering, assuming no value to the public warrants).

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Total funds in trust available for initial business combination (less deferred underwriting commissions) $ 96,250,000 97,250,000 Initial implied value per public share $ 10.00 Implied value per share upon consummation of initial business combination $ 7.55 7.49 The value of the insider shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share.

Upon the closing of this offering, assuming no exercise of the underwriters' over -allotment option, our insiders will have invested in us an aggregate of $3,800,000, comprised of the $25,000 purchase price for the insider shares and the $3,775,000 purchase price for the private units. Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the 2,977,500 2,877,500 insider shares and private shares would have an aggregate implied value of $29,775,000. $28,775,000. Even if the trading price of our common stock was as low as $1.32 per share, and the private warrants were worthless, the value of the insider shares and private shares would be equal to the sponsor's insiders' initial investment in us. As a result, our sponsor is insiders are likely to be able to recoup its their investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, our management team, which owns founder shares and/or interests in our sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders, even if that business combination were with a riskier or less -established target business. For the foregoing reasons, you should consider our management team's financial incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination.

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Our private warrants are expected to be accounted for as derivative liabilities and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination.

We will be issuing, simultaneously with the closing of this offering, private warrants to purchase 5,000,000 238,750 shares of common stock (or up to 5,750,000 265,000 shares of common stock if the underwriters' over -allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a the private placement. 477,500 private units (or 530,000 private units if the underwriters exercise their over -allotment option in full). We expect to account for both the private warrants underlying the private units offered by this prospectus and the placement warrants as a warrant liability. At each reporting period (1) the accounting treatment of the private warrants will be re -evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private placement units will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our common stock represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of our stock price, discount rates and stated interest rates. As a result, our consolidated financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of our common stock, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our stock price is volatile, we expect that we will recognize non -cash gains or losses on our warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a liability, which may make it more difficult for us to consummate an initial business combination with a target business.

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Our insiders paid an aggregate of $25,000, or approximately $0.009 $ 0.0087 per share, for the insider shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of common stock.

The difference between the public offering price per share and the pro forma net tangible book value per share after this offering constitutes the dilution to the investors in this offering. Our insiders acquired their insider shares at a nominal price, significantly contributing to this dilution. Upon consummation of this offering, you and the other new investors will incur an immediate and substantial dilution of approximately 108.9% 109.5% or $10.37 $9.95 per share (the difference between the public offering price per share of $9.52 $9.09 (including the shares of common stock issuable upon conversion of rights) and the pro forma net tangible book value per share of $(0.82) $(0.86) per share). This is because investors in this offering will be contributing approximately 95.42% of the total amount paid to us for our outstanding securities after this offering but will only own approximately 77.77% 78.43% of our outstanding securities (including the shares of common stock issuable upon conversion of rights). Accordingly, the per -share purchase price you will be paying substantially exceeds our per share net tangible book value.

1 unchanged paragraph

We will be issuing warrants that will result in the issuance of up to 5,000,000 shares of common stock as part of the units offered by this prospectus and private warrants that will result in the issuance of an additional 238,750 shares of common stock, assuming the over -allotment option is not exercised. We will also be issuing rights that will result in the issuance of up to 500,000 1,000,000 shares of common stock as part of the units offered by this prospectus and private rights that will result in the issuance of an additional 23,875 47,750 shares of common stock. We will also issue a unit purchase option to purchase 300,000 units to the representative of the underwriters which, if exercised, will result in the issuance of 315,000 330,000 shares of common stock (which includes 15,000 30,000 shares underlying rights) and warrants exercisable to purchase an additional 150,000 shares of common stock. The potential for the issuance of a substantial number of additional shares upon exercise or conversion of the foregoing securities could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised or converted, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business combination. Accordingly, these securities may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying these securities could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these securities are exercised or converted, you may experience dilution to your holdings.

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Our insiders are entitled to make a demand that we register the resale of the insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of the private units and our insiders, officers and directors are entitled to demand that we register the resale of the 477,500 shares of common stock (or 530,000 if the overallotment over - allotment option is exercised in full) underlying the private units, the 238,750 shares of common stock (or 265,000 shares of common stock if the overallotment over - allotment option is exercised in full) underlying the private warrants and the 23,875 47,750 shares of common stock (or 26,500 53,000 shares of common stock if the overallotment over - allotment option is exercised in full) underlying the private rights and any securities our insiders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after we consummate a business combination. In addition, Chardan may demand that we register the securities underlying the unit purchase option. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate our initial business combination or increase the cost of consummating our initial business combination with the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our shares of common stock.

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Use of proceeds 6 changes

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Non-contingent underwriting discounts and commissions (2.5% of gross proceeds from offering, which excludes the deferred underwriting discounts and commissions of up to 3.75% of gross proceeds from offering) (2)(3) 2,500,000 (2) 2,875,000 (2) Initial Trustees fee 6,500 6,500 Legal fees and expenses 275,000 275,000 Printing and engraving expenses 30,000 30,000 Accounting fees and expenses 45,000 45,000 Nasdaq listing fees 75,000 75,000 SEC Registration fees 11,580 11,580 12,131 12,131 FINRA filing fee 19,237 19,237 20,130 20,130 Miscellaneous 62,683 62,683 61,239 61,239 Total offering expenses (not including deferred underwriting discounts and commissions) 3,025,000 3,400,000 Net proceeds Held in the trust account (4) $ 101,000,000 $ 116,150,000 Not held in the trust account $ 750,000 $ 750,000 Net proceeds (not including deferred underwriting discounts and commissions) $ 101,750,000 $ 116,900,000 Use of net proceeds not held in the trust account (5)(6) Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of our initial business combination $ 150,000 20.0 % Due diligence of prospective target businesses by officers, directors and sponsor other insiders 70,000 9.3 % Legal and accounting fees relating to SEC reporting obligations 60,000 8.0 % Administrative services fees (for up to 12 months) 120,000 16.0 % D&O insurance 250,000 33.3 % Working capital to cover office space and other miscellaneous expenses, general corporate purposes, liquidation obligations, Delaware franchise taxes, and reserves 100,000 13.3 % Total $ 750,000 100.0 % ____________ (1) A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non -refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we received as loans from our sponsor. These funds will be repaid out of the proceeds of this offering available to us. If we determine not to proceed with the offering, such amounts would not be repaid.

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Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan, have committed to purchase from us an aggregate of 477,500 private units at $10.00 per private unit, for a total purchase price of $4,775,000. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, they will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option.

$101,000,000, or $116,150,000 if the over -allotment option is exercised in full, of net proceeds of this offering and the sale of the private units will be placed in a trust account in the U.S. at [ ] Bank of America, N.A., maintained by American Stock Transfer & Trust Company, LLC, as trustee. The funds held in the trust account will be invested only in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a -7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business combination or our liquidation. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete our initial business combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

The payment to our sponsor, Redwoods Capital LLC, of a monthly fee of $10,000 is for general and administrative services including office space, utilities, and secretarial and administrative support. However, pursuant to the terms of such agreement, our sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination. This arrangement is being agreed to by our sponsor for our benefit. We believe that the fee charged by our sponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our initial business combination or the distribution of the trust account to our public stockholders. Other than the $10,000 per month administrative fee, no compensation of any kind (including finder's fees, consulting fees or other similar compensation) will be paid to our insiders, members of our management team or any of our or their respective affiliates, for services rendered to us prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out -of -pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our initial business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our initial business combination.

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To the extent we are unable to consummate a business combination, we will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor Redwoods Capital LLC has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than $20,000) and has agreed not to seek repayment of such expenses.

1 unchanged paragraph

In order to meet our working capital needs following the consummation of this offering until completion of an initial business combination, our insiders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units which consist of 50,000 shares of common stock, rights warrants to receive 2,500 purchase 25,000 shares of common stock and warrants rights to purchase 25,000 receive 5,000 shares of common stock if $500,000 of notes were so converted). If we do not complete our initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available. These notes would be in addition to any notes we issued in exchange for the funds necessary to extend our life.

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Dilution 6 changes

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At January 10, 2022, our net tangible book value was a deficit of $88,575, or approximately $(0.03) $(0.04) per share assuming the underwriters do not exercise any portion of the over -allotment option and the forfeiture of 375,000 insider shares. For purposes of the dilution calculation, in order to present the maximum estimated dilution as a result of this offering, we have assumed (i) the issuance of 0.10 of a share for each right outstanding, as such issuance will occur upon a business combination without the payment of additional consideration and (ii) the number of shares included in the units offered hereby will be deemed to be 10,500,000 (consisting of 10,000,000 shares included in the units we are offering by this prospectus and 500,000 1,000,000 shares for the outstanding rights), and the price per share in this offering will be deemed to be $9.52. $9.09. After giving effect to the sale of 10,500,000 11,000,000 shares of common stock included in the units we are offering by this prospectus, the deduction of underwriting discounts and estimated expenses of this offering, the sale of 501,375 shares of common stock (consisting of 477,500 shares of common stock included in the private units and 23,875 47,750 shares for the outstanding rights) included in the private units, our pro forma net tangible book value on January 10, 2022 would have been $(2,978,475) $(3,447,546) or $(0.85) $(0.86) per share, representing an immediate decrease in net tangible book value of $(0.82) per share to the insiders and an immediate dilution of 108.9% 109.5% per share or $10.37 $9.95 to new investors not exercising their redemption/tender rights. For purposes of presentation, our pro forma net tangible book value after this offering is $101,000,000 less than it otherwise would have been because if we effect a business combination, the ability of public stockholders to exercise redemption rights or sell their shares to us in any tender offer may result in the redemption or tender of up to 10,000,000 shares sold in this offering.

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Increase Decrease attributable to new investors and private sales

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(2) Assumes the issuance of an additional 23,875 47,750 public shares (26,500 (53,000 shares if over -allotment option is exercised) underlying the private rights.

(3) Assumes the issuance of an additional 500,000 1,000,000 public shares (575,000 (1,150,000 shares if overallotment over - allotment option is exercised) underlying the public rights.

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Net proceeds from this offering and private placement of private units $ 101,750,000 Proceeds from unit purchase option $ Less: Deferred underwriting discounts and commissions (2) $ (3,750,000 ) (2) Less: Warrant liabilities (3) $ (469,071 ) Less: Proceeds held in trust subject to redemption/tender $ (101,000,000 ) $ (2,978,475 (3,447,546 ) Denominator Shares of common stock outstanding prior to this offering (1) 2,500,000 Shares of common stock to be sold in this offering 10,000,000 Shares of common stock to be sold in private placement 477,500 Shares of common stock underlying the rights to be sold in this offering 500,000 Shares of common stock underlying the rights to be sold in private placement 23,875 47,750 Less: Shares subject to redemption/tender (10,000,000 ) 3,501,375 4,025,250 ____________ (1) Assumes the over -allotment option has not been exercised and an aggregate of 375,000 shares of common stock held by our initial stockholder insiders have been forfeited by us as a result thereof.

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(3) We will account for the 477,500 private warrants as a liability because the warrants do not meet the criteria for equity treatment. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re -measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations.

Capitalization 10 changes

1 unchanged paragraph

Due to a related party (2)

As at of January 10, 2022

Promissory note – related party (2)

1 unchanged paragraph

Warrant liability (3)

Accrued offering expenses

Shares of common stock, $0.0001 par value, none and 10,000,000 shares are subject to possible redemption/tender, respectively (4) — 101,000,000 Shares of common stock, $0.0001 par value; 50,000,000 5,000,000 shares authorized, 2,875,000 shares issued and outstanding, actual; 50,000,000 shares authorized, 2,977,500 shares issued and outstanding (3) ( 5 ) (excluding 10,000,000 shares subject to possible redemption/tender), as adjusted Additional paid in capital 24,713 — Accumulated deficit (3,575 ) (2,978,773 (3,444,269 ) Total stockholders' equity (deficit) 21,425 (2,978,475 (3,447,546 ) Total capitalization (6) $ 178,936 $ 101,771,525 (5) ____________ (1) Includes the $4,775,000 in aggregate we will receive from the sale of the private units.

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(3) We will account for the 477,500 private warrants as a liability because the warrants do not meet the criteria for equity treatment. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re -measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations.

(4) Represents net of proceeds allocated to the public common stock less the allocated transaction costs related to this offering. The shares of public common stock offered to public contain redemption rights that make them redeemable by our public stockholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480 -10-S99-3A and will be subsequently accredited at redemption value.

(3) (5) Assumes the over -allotment option has not been exercised and an aggregate of 375,000 insider shares have been forfeited by our insiders as a result thereof. Includes 477,500 shares underlying the private units purchased by Redwoods Capital LLC and Chardan concurrent with this offering.

(5) (6) Derived by adding deferred underwriting discounts and commissions payable, total stockholders' equity and the value of shares of common stock subject to possible conversion.

MD&A 4 changes

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• $70,000 of expenses for the due diligence and investigation of a target business by our officers, directors and other insider; insiders;

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We will enter into an administrative services agreement pursuant to which we will pay our sponsor a total of $10,000 per month (subject to deferral as described herein) for office space, administrative utilities, secretarial and administrative support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan, have committed to purchase from us an aggregate of 477,500 private units at $10.00 per private unit, for a total purchase price of $4,775,000. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, they will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option.

If needed to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, our insiders, officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units which consist of 50,000 shares of common stock, , rights warrants to receive 2,500 purchase 25,000 shares of common stock and warrants rights to purchase 25,000 receive 5,000 shares of common stock if $500,000 of notes were so converted). We believe the purchase price of these units will approximate the fair value of such units when issued.

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Proposed business 13 changes

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Our management team is comprised of Jiande Chen, our Chief Executive Officer; Edward Cong Wang, our Chief Financial Officer; and Raymond J. Gibbs, our Audt Audit Committee Chair; Anupum Agarwal and NG Wei Kwang serve as Ng and Hong Li, our independent directors.

Jiande Chen, our Chief Executive Officer, served as the Vice President and Chief Executive Officer and Vice Chairman of IMAX China (HKG:1970). Mr. Chen successfully led the team that completed its initial public offering in October 2015. Edward Cong Wang, our Chief Financial Officer, currently serves as the Chairman, President and Chief Executive Officer at Pacifico Acquisition Corp. (NASDAQ: PAFO), a special purpose acquisition company. Mr. Wang has over 10 years of experience in investments. Raymond J. Gibbs, our Audit Committee Chair, has more than 20 years of experience in high technology and fast moving consumer goods businesses across the primary and secondary capital markets. Anupum Agarwal, our independent director, has over 15 years experiences in clinical trial and pharmacovigilance research. NG Wei Kwang Ng, our independent director, has over 10 years experiences of experience in business management and consulting experience across marketing, banking and legal serives. services. Hong Li, our independent director, has 25 years of executive management experiences in financial industry in U.S. and China. We believe our team has the required investment, transactional and operational expertise to effect a business combination with an attractive target and to position it for long -term success in the public markets.

We believe the anticipated growth in the carbon neutral, energy storage, and related sectors will present a substantial number of actionable opportunities that fit our acquisition criteria. According to Goldman Sachs, the European Union Green Deal is estimated to channel more than $12 $7.9 trillion of investment in clean energy infrastructure by 2050. We expect that manner in which energy is produced, stored and utilized will be transformed. By now, all major economies have embraced the energy transition.

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Notably, several institutional investors have explored investments in the low carbon shift. For example, the Institutional Investors Group on Climate Change, a leading global European investor membership body, counts 370 with more than 375 members in 22 23 countries with assets worth more than $50 over €51 trillion in its membership assets under management, is proactively seeking to invest in the low -carbon transition; Blackstone has set up an incentive funding plan concentrating on deep energy retrofits, renewables and power generation; Goldman Sachs has released a carbon footprint analytics application that enables clients to measure and manage the carbon emissions exposure in their portfolio; and BlackRock and Temasek have committed a combined US$600 million in initial capital to invest in advancing decarbonization solutions to accelerate global efforts to achieve a net zero economy by 2050.

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We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources,target sources, and target management teams and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

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Unless we complete our initial business combination with an affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the business judgment of our board of directors, which wand will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

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While we have not yet identified any initial business combination candidates, we believe based on our management's business knowledge and past experience that there are numerous business combination candidates. We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. We may engage professional firms or other individuals that specialize in business acquisitions or mergers in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. In no event, however, will our insiders or any of the members of our management team be paid any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). We have no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors, director nominees, or insiders. However, we are not restricted from entering into any such transactions and may do so if (1) such transaction is approved by a majority of our disinterested and independent directors (if we have any at that time) and (2) we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. As of the date of this prospectus, there are no affiliated entities that we would consider as a business combination target.

We may engage professional firms or other individuals that specialize in business acquisitions or mergers in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. In no event, however, will our insiders or any of the members of our management team be paid any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). We have no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors, director nominees, or insiders. However, we are not restricted from entering into any such transactions and may do so if (1) such transaction is approved by a majority of our disinterested and independent directors (if we have any at that time) and (2) we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. As of the date of this prospectus, there are no affiliated entities that we would consider as a business combination target.

43 unchanged paragraphs

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the 12 th month (or up to 18 th month, if extended) from the closing of this offering and, therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

2 unchanged paragraphs

As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering entered into a transaction written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share except and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a valid and enforceable agreement with us waiving any right, title, interest or claim waiver of any kind they may have in or and all rights to any the monies held in the trust account and except as (whether or not such waiver is enforceable), nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the sponsor may not be able to satisfy its indemnification obligations, as we have not required it to retain any assets to provide for its indemnification obligations, nor have we taken any further steps to ensure that it will be able to satisfy any indemnification obligations that arise. Moreover, our sponsor will not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per -share distribution from the trust account could be less than approximately $10.10 (whether or not the underwriters' over -allotment option is exercised in full) due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, subject to our obligations under Delaware law to provide for claims of creditors as described below.

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We currently maintain our principal executive offices at 1115 Broadway 12 th Floor, New York, NY 10010. The cost for this space is included in the $10,000 per month which fee that we will be paid pay to Redwoods Capital LLC. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

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$101,000,000 of the net offering proceeds and proceeds from the sale of the private units will be deposited into a trust account in the U.S. at [ ], Bank of America, N.A., maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.

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The units may commence trading on or promptly after the date of this prospectus. The common stock, warrants and rights comprising the units will begin to trade separately on the 45 th day after the date of this prospectus unless Chardan informs us of its decision to allow earlier separate trading (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8 -K , which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.

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Management 26 changes

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EdwardCong Edward Cong Wang

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Anupum Agarwal has been our director since January 2022. He has served as the Vice President since October 2018 and Executive Director from June 2017 to October 2018 in Global Head of Safety and Pharmacovigilance of Zogenix INC. Previously, he served as Therapeutic Area Director in Drug Safety and Risk Management of Gilead Sciences Inc. during 2012 to 2017. Anupam received a Bachelor of Medicine and Bachelor of Surgery from Kanpur University in 1983 and Master of Public Health from Harvard School of Public Health in 2005 and Doctor of Medicine from G.S.V.M. Medical College.

Jiande Chen has been our Chief Executive Officer since January 2022. Mr. Chen has served as the vice chairman a non -executive director at IMAX China Holding, Inc. (HKG: 1970) since January 2021 and an independent director at Beijing Cultural Investment Development Group Co.,LTD. Co., Ltd. (SHA: 600715) since June 2017. Previously, he was Mr. Chen is also a member of the chairman board of directors at IMAX TCL Private Theatre (JV) -IMAX Entertainment Co., Limited, a joint venture of TCL from 2016 to 2020. Meanwhile, Corporation and IMAX Corporation. Mr. Chen served as the chief executive officer at IMAX China (HKG: 1970), from May August 2011 to December 2019 and the vice chairman from December 2019 to December 2020 of IMAX China Holding, Inc. (HKG: 1970), and led IMAX China to complete its first initial offering in on Hong Kong Exchanges. Mr. Chen was previously the Senior Vice President, Chief Representative and General Manager of Sony Pictures Entertainment, China from 2000 to 2011. Mr. Chen received a bachelor's degree in English Literature from Fudan University in 1977. After that, he acquired both the 1982. Mr. Chen received a master's degree and a Ph.D. degree in Communications from University of Washington in 1987 and 1991, respectively. We believe Mr. Chen is qualified to serve on our board of directors because of his extensive financial, management, and transaction experience, as well as his contacts and relationships.

Edward Cong Wang has been our Chief Financial Officer since January 2022. Mr. Wang has served as the Chairman, President and Chief Executive Officer at Pacifico Acquisition Corp. (NASDAQ: PAFO) since March 2021. Mr. Wang has also served as the managing partner at The Balloch (Holding) Group since March 2020. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family owned business, from July 2014 to December 2016. Prior to ZS Fur, he worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor's degree in Economics/Finance from Stony Brook State University in 2006 and graduated with a master's degree of Statistics from Columbia University in 2010. We believe Mr. Wang is qualified to serve on our board of directors because of his extensive financial, management, and transaction experience, as well as his contacts and relationships.

Raymond J. Gibbs has been our director since January 2022. Mr. Gibbs has currently serves as an independent director at Pacifico Acquisition Corp. (NASDAQ:PAFO). (NASDAQ: PAFO). He has spent the last 21 years as chief financial officer or commercial director of high technology and fast moving consumer goods businesses both in the quoted and private arenas. Mr. Gibbs has co -chaired the UK -China Joint Working Group on Graphene Standardization, organized by the BSI Group and the China Standards Authority, and he has served as the chairman of planarTECH LLC since July 2019. In addition, he served as the president of business development and the chief executive officer of Haydale Graphene Industries PLC, a publicly listed company in the UK, from May 2010 to July 2019. Mr. Gibbs is a Chartered Accountant. Mr. Gibbs received a bachelor's degree from Nottingham Trent University in 1977. We believe Mr. Gibbs is qualified to serve on our board of directors because of his extensive financial, management, and accounting experience, as well as his contacts and relationships.

NG Wei Kwang Ng has been our director since January 2022. He also has been the Chief Executive Officer at Himalayam Acquisition Corp since March 2021. He has held the position of Chief Operating Officer of Parcel Santa Pte Ltd since July 2017. Prior to joining Himalayam, he Mr. Ng was the Director of Operations of World Marketing Group Pte Ltd. from Mar March 2019 to Mar March 2020. He joined Premier Sky Ltd as the Founder and Chief Executive Officer in April 2013. He was the Managing Director of LegalFocus Consultants, Inc. from 2011 to 2018. He was the Senior Project Manager of Translate Media LLC from May 2011 to April 2013. He worked in Merrill Brink International as the project manager from May 2008 to Mar 2011. He was the Business Development Consultant of World Marketing Group from Mar 2007 to Jan 2008. He had also acted as Managing Director in Legal Focus Consultants from Jan March 2011. to June 2018. Mr. Ng Wei Kwang achieved the Bachelor of Science received bachelor's degrees in Business Management with a concentration in Finance and Bachelor of Arts in Economics from Stony Brook State University in 2007. He had also achieved the Diploma in Electronics, Computer We believe Mr. Ng is qualified to serve on our board of directors because of his extensive entrepreneurial and Communication Engineering (Concentration in Satellite Communication) from Singapore Polytechnic in 2000. management experience, as well as his contacts and relationships.

Hong Li has been our director since February 2022. Mr. Li has served as the CEO at Shanghai Sycamore Asset Management since 2021. Previously, he was the Chief Digital Officer and Chief Product Strategy Officer of Noah Holdings Limited (NYSE: NOAH) from April 2020 to March 2021. At the same time period, he was also the Chief Operating Officer in Gopher Asset Management. Before that, Mr. Li had served as the Chief Product Officer of Lufax Holding Ltd (NYSE: LU) from April 2018 to December 2019 and the Chairman of CITCO Fund Service from May 2010 to November 2015. Mr. Li received a bachelor's degree in Physics from Zhongshan University in 1984, a master's degree in Electronic Engineering from Zhongshan University in 1989 and a master's degree in Computer Science from University of San Francisco in 1993. He also achieved Executive certificate in Management and Leadership from MIT in 2010 and EMBA from China Europe International Business School in 2015. We believe Mr. Li is qualified to serve on our board of directors because of his extensive financial and management experience, as well as his contacts and relationships.

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Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer Assistant Secretaries and such other offices as may be determined by the board of directors.

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No executive officer has received any cash compensation for services rendered to us. Other than the monthly rent administrative expenses of $10,000 as described in the prospectus, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out -of -pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out -of -pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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Nasdaq requires that a majority of our board must be composed of "independent directors." Currently, Raymond J. Gibbs, Anupum Agarwal, and NG Wei Kang Ng and Hong Li would each be considered an "independent director" under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. Effective as of the date of this prospectus, we have established an audit committee of the board of directors, which will consist of Raymond J. Gibbs, Anupum Agarwal, and NG Wei Kang Ng and Hong Li, each of whom is an independent director under Nasdaq's listing standards. Raymond J. Gibbs is the Chairperson of the audit committee. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

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Effective as of the date of this prospectus, we have established a corporate governance and nominating committee (the "nominating committee") of the board of directors, which will consist of Raymond J. Gibbs, Anupum Agarwal, and NG Wei Kang Ng and Hong Li, each of whom is an independent director under Nasdaq's listing standards. Raymond J. Gibbs is the Chairperson of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors and ensure the Company has and follows appropriate corporate governance practices and standards. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

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Effective as of the date of this prospectus, we will establish a compensation committee of the board of directors, which will consist of Raymond J. Gibbs, Anupum Agarwal, and NG Wei Kang Ng and Hong Li, each of whom is an independent director under Nasdaq's listing standards. Raymond J. Gibbs is the Chairperson of the compensation committee. The compensation committee's duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

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• The insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private units. Furthermore, our insiders and Chardan (and/or their designees) have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination.

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Entertainment technology

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Investment management

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Financial and banking services

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University of Manchester — Graphene Engineering Innovation Centre

Graphene research and development

Parcel Santa Pte Ltd (Singapore)

Parcel delivery logistics

Chief Operating Officer

Sycamore Asset Management

Investment management

Chief Executive Officer

University of Manchester- Graphene and Advanced Materials space planarTECH LLC Chairman Anupum Agarwal Zogenix Inc. Vice President and Director NG Wei Kwang Himalayam Acquisition Corp. Parcel Santa Pte Ltd (Singapore) SPAC Chief Executive Officer Chief Operating Officer Our insiders have agreed to vote any shares of common stock held by them in favor of our initial business combination. In addition, they have agreed to waive their respective rights to receive any amounts held in the trust account with respect to their insider shares and private shares if we are unable to complete our initial business combination within the required time frame. If they purchase shares of common stock in this offering or in the open market, however, they would be entitled to receive their pro rata share of the amounts held in the trust account if we are unable to complete our initial business combination within the required time frame, but have agreed not to redeem such shares in connection with the consummation of our initial business combination.

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Principal stockholders 4 changes

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officers as a group (four (five individuals)

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Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan has committed to purchase from us an aggregate of 477,500 private units at $10.00 per private unit, for a total purchase price of $4,775,000. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, it will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option.

The private units are identical to the units sold in this offering, except that the private warrants will be non -redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Because the private units will be issued in a private transaction, Redwoods Capital LLC, Chardan and their permitted transferees will be allowed to exercise the private warrants for cash even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive unregistered shares of common stock. Furthermore, our insiders agreed (A) to vote their insider shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, as applicable), unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to redeem any shares (including the insider shares and the private shares) to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, as applicable), and (D) that the insider shares and private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. Additionally, our insiders and Chardan (and/or their designees) have agreed not to transfer, assign or sell any of the private units or underlying securities (except to transferees that agree to the same terms and restrictions agreed to by the insiders) until the completion of our initial business combination.

In order to meet our working capital needs following the consummation of this offering, our insiders, officers and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units which consist of 50,000 shares of common stock, rights warrants to receive 2,500 purchase 25,000 shares of common stock and warrants rights to purchase 25,000 receive 5,000 shares of common stock if $500,000 of notes were so converted). Our stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we do not complete a business combination, any outstanding loans from our insiders, officers and directors or their affiliates, will be repaid only from amounts remaining outside our trust account, if any.

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Certain transactions 4 changes

In January 2022, we sold an aggregate of 2,875,000 shares of our common stock for $25,000, or approximately $0.009 $0.0087 per share, to our insiders.

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Our sponsor, Redwoods Capital LLC, which is controlled by Min Gan, and Chardan have committed to purchase from us an aggregate of 477,500 private units at $10.00 per private unit, for a total purchase price of $4,775,000. The purchase will take place on a private placement basis simultaneously with the consummation of this offering. A portion of the proceeds we receive from the purchase will be placed in the trust account described below. Our sponsor and Chardan have also agreed that if the over -allotment option is exercised by the underwriters, it will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 52,500 private units) pro rata with the amount of the over -allotment option exercised so that at least $10.10 per share sold to the public in this offering is held in trust regardless of whether the over -allotment option is exercised in full or in part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over -allotment option. The purchase price for the private units including those that may be purchased if the over -allotment option is exercised will be delivered to American Stock Transfer & Trust Company, LLC, who will also be acting as escrow agent in connection with the private sale of private units, at least 24 hours prior to the date of this prospectus to hold in a non -interest bearing account until we consummate this offering. American Stock Transfer & Trust Company, LLC will deposit the purchase price into the trust account simultaneously with the consummation of the offering or the over -allotment option, as the case may be. The private units are identical to the units sold in this offering, except that the private warrants will be non -redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Because the private units will be issued in a private transaction, Redwoods Capital LLC, Chardan and their permitted transferees will be allowed to exercise the private warrants for cash even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive unregistered shares of common stock. Furthermore, our insiders agreed (A) to vote their private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable), unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to redeem any shares (including the private shares) to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable), and (D) that the private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated. Additionally, our insiders and Chardan (and/or their designees) have agreed not to transfer, assign or sell any of the private units or underlying securities (except to transferees that agree to the same terms and restrictions agreed to by the insiders) until the completion of our initial business combination.

In order to meet our working capital needs following the consummation of this offering, our insiders, officers, and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units which consist of 50,000 shares of common stock, , rights warrants to receive 2,500 purchase 25,000 shares of common stock and warrants rights to purchase 25,000 receive 5,000 shares of common stock if $500,000 of notes were so converted). Our stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we do not complete a business combination, any outstanding loans from our insiders, officers and directors or their affiliates, will be repaid only from amounts remaining outside our trust account, if any.

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Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related -party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested "independent" directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested "independent" directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits information about related party transactions.

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Description of the securities 8 changes

Our certificate of incorporation currently authorizes the issuance of 50,000,000 5,000,000 shares of common stock, par value $0.0001. We expect to file an amended and restated certificate of incorporation prior to the completion of this offering to increase the number of authorized shares to 50,000,000 shares of common stock, par value $0.0001, and to authorize 1,000,000 shares of undesignated preferred stock, $0.0001 par value. As of the date of this prospectus, 2,875,000 shares of common stock are outstanding, held by four stockholders of record. No shares of preferred stock are currently authorized, issued or outstanding. The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation, bylaws, and the forms of rights agreement, which are filed as exhibits to the registration statement of which this prospectus is a part.

Each unit has an offering price of $10.00 and consists of one share of common stock, one redeemable warrant and one right. Each redeemable warrant entitles the holder thereof to purchase one -half (1/2) of one share of common stock. Each redeemable warrant has an exercise price $11.50 per whole share and shall expire on the five year anniversary of the closing date of our initial business combination or earlier upon redemption or liquidation. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only warrants in multiples of two may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one warrant to purchase one -half (1/2) of one share, such warrant shall not be exercisable. If a warrant holder holds two warrants, such warrants will be exercisable for one share. Each right entitles the holder thereof to receive one -twenty (1/20) -tenth (1/10) of a share of common stock upon consummation of our initial business combination. In addition, we will not issue fractional shares. As a result, you must hold rights in multiples of 20 10 in order to receive shares for all of your rights upon closing of a business combination.

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The insider shares are identical to the shares of common stock included in the units being sold in this offering, and our insiders have the same stockholder rights as public stockholders, except that (i) the insider shares are subject to certain transfer restrictions, as described in more detail below and (ii) our insiders have agreed (A) to vote their insider shares, private shares and any public shares acquired in or after this offering in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus), unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided by the number of then outstanding public shares, (C) not to redeem any shares (including the insider shares and the private shares) to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, as applicable), and (D) that the insider shares and private shares shall not be entitled to be redeemed for a pro rata portion of the funds held in the trust account if a business combination is not consummated.

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If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The "fair market value" for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. For example, if a holder held 400 600 warrants to purchase 300 shares and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration. Whether we will exercise our option to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors including the price of our common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

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Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one -twentieth (1/20) -tenth (1/10) of a share of common stock upon consummation of our initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to our certificate of incorporation with respect to our pre -business combination activities. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one -twentieth (1/20) -tenth (1/10) of a share underlying each right upon consummation of the business combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours). If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as -converted into common stock basis.

We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of 20 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.

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Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws By l aws We will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with:

9 unchanged paragraphs

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors by our president or by our chairman or chief executive officer.

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Shares eligible for future sale 1 change

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The holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private units, the securities underlying the unit purchase option and any shares our insiders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and any shares of common stock issuable upon the exercise of the underlying private warrants and warrants and any shares of common stock issuable upon conversion of the underlying the private rights and rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands (or one demand with respect to the securities underlying the unit purchase option) that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that we consummate our initial business combination. In addition, the holders have certain "piggy -back " registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110, Chardan may not exercise its demand and "piggyback" registration rights after five and seven years, respectively, after the commencement of sales of this offering and may not exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements.

Plan of distribution 3 changes

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Chardan has agreed to purchase 100,000 private units (or 115,000 private units if the underwriters' over -allotment option is exercised in full) for an aggregate purchase price of $1,000,000 (or $1,150,000 if the underwriters' over -allotment option is exercised in full), or $10.00 per unit, in a private placement that will occur simultaneously with the consummation of this offering. Chardan has agreed not to transfer, assign or sell any such private units until the completion of our initial business combination. The private units are identical to the units sold in this offering, except that the private warrants, so long as they are held by the underwriter Chardan or its permitted transferees, (i) may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) for so long as they are held by Chardan and/or its designees, will not be exercisable more than five years from the commencement of sales of this offering in accordance with FINRA Rule 5110(g)(8)(A). In addition, these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of this offering, except to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons and affiliates.

In addition, Chardan has agreed to (i) waive its redemption rights with respect to its private shares in connection with the completion of our initial business combination, (ii) waive its redemption rights with respect to its private shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of this offering (or 15 or 18 months, as applicable) or (B) with respect to any other provision relating to stockholders' rights or pre -initial business combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its private shares if we fail to complete our initial business combination within 18 months from the closing of this offering. prescribed time period.

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We have agreed to sell to Chardan Capital Markets, LLC (and/or its designees), for $100, an option to purchase a total of 300,000 units (or 345,000 units if the over -allotment option is exercised in full) exercisable, in whole or in part, at $11.50 per unit (or an aggregate exercise price of $3,450,000, or $3,967,500 if the over -allotment option is exercised in full) commencing on the later of the consummation of a business combination and six months from the date of this prospectus. The purchase option and underlying warrants may be exercised for cash or on a cashless basis, at the holder's option, and the purchase option may not be exercised more than five years from the commencement of sales of this offering. The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock -up for a period of 180 days immediately following the commencement of sales in this offering. Pursuant to FINRA Rule 5110(e)(1), the option these securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities except to any underwriters and selected dealers participating in the offering and their officers or partners, registered persons or affiliates. The option grants to holders one demand and unlimited "piggy back" rights for periods of five and seven years, respectively, from the effective date of the registration statement of which this prospectus forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of common stock at a price below its exercise price.

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Index to financial statements 3 changes

Balance Sheets as of January 10, 2022 and December 31, 2021

Statements of Operations for the period from January 1, 2022 through January 10, 2022 and for the period from March 16, 2021 (inception) through December 31, 2021 Statements of Changes in Stockholder's Equity (Deficit) for the period from January 1, 2022 through January 10, 2022 and for the period from March 16, 2021 (inception) through December 31, 2021 Statements of Cash Flows for the period from January 1, 2022 through January 10, 2022 and for the period from March 16, 2021 (inception) through December 31, 2021

Report of Independent Registered Public Accounting Firm

Notes to the financial statements 3 changes

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REDWOODS ACQUISITION CORP.

January 31, 2022, except for Note 3, 4 and 7 which are dated March 9, 2022 REDWOODS ACQUISITION CORP.

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STATEMENT S STATEMENTS OF CASH FLOWS

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Note 1: Description of Organization and Business Operations 1 change

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The Company's management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment Company Act"). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Units, net of the underwriters' fees and expenses described herein and other accountable expenses, will be placed in trust (the "Trust Fund") and will be invested only in U.S. government treasury bills, bonds or notes with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into a trust account ("Trust Account") in the U.S. at JP Morgan Chase, Bank of America, N.A., maintained by American Stock Transfer & Trust Company, LLC, acting as trustee, to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company's failure to complete a Business Combination within the applicable period of time.

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Note 3: Proposed Public Offering 1 change

Pursuant to the Proposed Public Offering, the Company intends to offer for sale 10,000,000 Units (or 11,500,000 Units if the over -allotment option is exercised in full) at a price of $10.00 per Unit. Each Unit consists of one share of common stock, one right ("Public Right") and one redeemable warrant ("Public Warrant"). Each Public Right will convert into one -twentieth (1/20) -tenth (1/10) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase one -half (1/2) of one share of common stock at a price of $11.50 per share, subject to adjustment. Because the Warrants may only be exercised for whole numbers of shares, only an even number of Warrants may be exercised. The Warrants will become exercisable on the later of the completion of the Company's initial Business Combination or 12 months from the closing of the Proposed Public Offering, and will expire five years after the completion of the Company's initial Business Combination or earlier upon redemption or liquidation.

Note 4: Private Placement 1 change

The Sponsor and Chardan have agreed to purchase an aggregate of 477,500 Private Units (or 530,000 Private Units if the over -allotment option is exercised in full) at a price of $10.00 per Private Unit for an aggregate purchase price of $4,775,000, or $5,300,000 if the over -allotment option is exercised in full, in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Unit will consist of one share of common stock ("Private Share"), one right ("Private Right") and one redeemable warrant ("Private Warrant"). Each Private Right will convert into one -twentieth (1/20) -tenth (1/10) of one share of common stock upon the consummation of a Business Combination. Each whole Private Warrant entitles the holder to purchase one -half (1/2) of one share of common stock at a price of $11.50 per share, subject to adjustment. The Private Warrants will be identical to the Public Warrants, except that the Private Warrants will be non -redeemable and may be exercisable either for cash or on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The Private Warrants (including the common shares issuable upon the exercise of the Private Warrants) will not be transferable, assignable or salable until after the completion of a Business Combination, except to permitted transferees. The proceeds from the Private Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

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Note 5: Related Party Transactions 3 changes

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As of January 10, 2022, there were 2,875,000 Insider Shares issued and outstanding, among which, up to 375,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters' over -allotment option is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company's issued and outstanding shares after the Proposed Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Private Units).

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Administrative Support Agreement

Administrative Services Agreement

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Note 6: Commitments and Contingency 1 change

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The holders of the Insider Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company's insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon the exercise of the warrants and conversion of the underlying the private rights), as well as holders of the securities underlying the Unit Purchase Option, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands (or one demand with respect to the securities underlying the Unit Purchase Option) that we register such securities. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain "piggy -back " registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110 Chardan may not exercise its demand and "piggyback" registration rights after five and seven years, respectively, after the commencement of sales of this offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Note 7: Stockholders' Equity 1 change

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Rights — Each holder of a right will receive one -twentieth (1/20) -tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as -converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive 1/20 1/10 share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

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Note 8: Subsequent Events 1 change

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to January 31, 2022, the date that the financial statements were issued. Based on the review, other than the change of right conversion from one -twentieth (1/20) to one -tenth (1/10) of one share of common stock, management did not identified any subsequent events that would have required adjustment or disclosure in the financial statements.

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Recent Sales of Unregistered Securities 1 change

In December 2021, our insiders purchased an aggregate of 2,875,000 shares of our common stock for an aggregate purchase price of $25,000, or approximately $0.009 $0.0087 per share, in connection with the Company's organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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Exhibits 2 changes

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Form of Amended and Restated Bylaws

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Form of Warrant Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant 4.6 Form of Rights Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant 4.7 Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC 5.1 Opinion of Loeb & Loeb LLP 10.1 Form of Letter Agreement among the Registrant and the Registrant's Officers and Directors* Insiders 10.2 Form of Investment Management Trust Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant 10.3 Form of Stock Escrow Agreement among the Registrant, American Stock Transfer & Trust Company, LLC, and the Insiders 10.4 Form of Registration Rights Agreement by and between the Registrant and Insiders 10.5 Form of Indemnification Indemnity Agreement 10.6 Form of Subscription Agreement between the Registrant and Sponsor for Private Units 10.7 Form of Subscription Agreement between the Registrant and Chardan Capital Markets, LLC for Private Units 10.8 Form of Administrative Support Services Agreement by and between the Registration Registrant and Redwoods Capital LLC Code of Ethics 23.1 Consent of Marcum Friedman LLP 23.2 Consent of Loeb & Loeb LLP (included on Exhibit 5.1) Power of Attorney (included on the signature page hereto) 99.1 Form of Audit Committee Charter 99.2 Form of Nominating Compensation Committee Charter 99.3 Form of Compensation Corporate Governance and Nominating Committee Charter Registration Fee Table ____________ * To be filed by an amendment.

Undertakings 4 changes

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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, State of New York, on the [__] 9 th day of [__], March, 2022.

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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Jiande Chen and Edward Cong Wang as his or her true and lawful attorney -in -fact , with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post -effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney -in -fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

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/s/ Edward Cong Wang

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/s/ Raymond J. Gibbs