Redwoods Acquisition: securities offering (amended)

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fs12022_redwoodsacq.htm fs12022a1_redwoodsacq.htm

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As filed with the United States Securities and Exchange Commission on March 9, 25 , 2022.

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SUBJECT TO COMPLETION, DATED MARCH 9, 25 , 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 -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 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 closing of this 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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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 JPMorgan Chase Bank of America, , N.A., maintained by American Continental 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 8 changes

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We will have until 12 months from the closing of this offering to consummate our initial business combination. In addition, if we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and American Continental Stock Transfer & Trust Company LLC on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a proxy statement, registration statement or similar filing is for our insiders or their affiliates or designees, upon five days' advance notice prior to the applicable deadline, to deposit into the trust account $1,000,000, or $1,150,000 if the over -allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over -allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non -interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender's discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. 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. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our liquidation and subsequent dissolution, the public warrants and public rights will expire and will be worthless.

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On the date of this prospectus, the insider shares will be placed into an escrow account maintained in New York, New York by American Continental Stock Transfer & Trust Company, LLC, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after the consummation of our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the insiders, to our officers, directors, advisors and employees, (2) transfers to an insider's affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation in connection with the consummation of an initial business combination, in each case (except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the insider shares.

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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 -tenth (1/10) of a share of common stock upon consummation of our initial business combination.

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$11.50 per whole share.

Number to be outstanding after this offering and sale of private units 10,477,500 (4) Exercisability 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, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.

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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 600 300 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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$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 JPMorgan Chase Bank, of America, N.A., maintained by American Continental 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, warrants to purchase 25,000 50,000 shares of common stock and rights to 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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Summary financial data 3 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 $4,219,071 $4,641,235 of 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 represent $469,071 $891,235 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 $4,219,071 $4,641,235 less the "as adjusted" stockholders' equity of $(3,447,546). $(3,869,710). 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.

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Risk factors 9 changes

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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 30,256,000 24,867,250 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 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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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 2,877,500 insider shares and private shares would have an aggregate implied value of $28,775,000. Even if the trading price of our common stock was as low as $1.32 per share, and the private rights and private warrants were worthless, the value of the insider shares and private shares would be equal to the insiders' initial investment in us. As a result, our insiders are likely to be able to recoup 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 warrants will be issued in registered form under a warrant agreement between American Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.

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We will be issuing, simultaneously with the closing of this offering, private warrants to purchase 238,750 477,500 shares of common stock (or up to 265,000 530,000 shares of common stock if the underwriters' over -allotment option is exercised in full) as part of the units offered in the private placement. We expect to account for the private warrants underlying the private units 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 private 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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Because each redeemable warrant entitles the holder to purchase one-half (1 / 2) of one share of common stock, the units may be worth less than units of other blank check companies.

Each redeemable warrant entitles the holder to purchase one -half (1/2) of one share of common stock. We will not issue fractional shares. Accordingly, you will not be able to exercise one warrant for a whole share of common stock. This is different from other offerings similar to ours whose units include one share of one common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one -half of the number of shares compared to units that contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

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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 109.5% 110.6% or $9.95 $10.05 per share (the difference between the public offering price per share of $9.09 (including the shares of common stock issuable upon conversion of rights) and the pro forma net tangible book value per share of $(0.86) $(0.96) 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 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.

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We will be issuing warrants that will result in the issuance of up to 5,000,000 10,000,000 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 238,750 477,500 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 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 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 330,000 shares of common stock (which includes 30,000 shares underlying rights) and warrants exercisable to purchase an additional 150,000 300,000 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 over - -allotment option is exercised in full) underlying the private units, the 238,750 477,500 shares of common stock (or 265,000 530,000 shares of common stock if the over - -allotment option is exercised in full) underlying the private warrants and the 47,750 shares of common stock (or 53,000 shares of common stock if the 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 2 changes

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$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 JPMorgan Chase Bank, of America, N.A., maintained by American Continental 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.

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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, warrants to purchase 25,000 50,000 shares of common stock and rights to 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 2 changes

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At January 10, 2022, our net tangible book value was a deficit of $88,575, or approximately $(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 1,000,000 shares for the outstanding rights), and the price per share in this offering will be deemed to be $9.09. After giving effect to the sale of 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 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 $(3,447,546) $(3,869,710) or $(0.86) $(0.96) per share, representing an immediate decrease in net tangible book value of $(0.82) $(0.92) per share to the insiders and an immediate dilution of 109.5% 110.6% per share or $9.95 $10.05 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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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 ) Less: Warrant liabilities (3) $ (469,071 (891,235 ) Less: Proceeds held in trust subject to redemption/tender $ (101,000,000 ) $ (3,447,546 (3,869,710 ) 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 1,000,000 Shares of common stock underlying the rights to be sold in private placement 47,750 Less: Shares subject to redemption/tender (10,000,000 ) 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 insiders have been forfeited by us as a result thereof.

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Capitalization 1 change

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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; 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 ( (5) ) (excluding 10,000,000 shares subject to possible redemption/tender), as adjusted Additional paid in capital 24,713 — Accumulated deficit (3,575 ) (3,444,269 (3,870,008 ) Total stockholders' equity (deficit) 21,425 (3,447,546 (3,869,710 ) Total capitalization (6) $ 178,936 $ 101,771,525 ____________ (1) Includes the $4,775,000 in aggregate we will receive from the sale of the private units.

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MD&A 1 change

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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, warrants to purchase 25,000 50,000 shares of common stock and rights to 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 2 changes

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If we do not complete a business combination within 12 months (or 15 or 18 months from the closing of this offering) from the closing of this, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. the However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and American Continental Stock Transfer & Trust Company LLC on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a proxy statement, registration statement or similar filing is for our insiders or their affiliates or designees, upon five days' advance notice prior to the applicable deadline, to deposit into the trust account $1,000,000, or $1,150,000 if the underwriters' over -allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over -allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to and deposited the applicable amount of money into trust, the insiders will receive a non -interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender's discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. 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. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we do extend the period of time to consummate our initial business combination as described above, we would follow the same liquidation procedures described above if we do not complete a business combination by the end of the extended period. At such time, the warrants and rights will expire and holders of warrants and rights will receive nothing upon a liquidation with respect to such warrants and rights, and the warrants and rights will be worthless.

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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 JPMorgan Chase Bank, of America, N.A., maintained by American Continental Stock Transfer & Trust Company, LLC, acting as trustee.

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Principal stockholders 2 changes

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All of the insider shares outstanding prior to the date of this prospectus will be placed in escrow with American Continental Stock Transfer & Trust Company, LLC, as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination or earlier in either case if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Up to 375,000 of the insider shares may also be released from escrow earlier than this date for cancellation if the over -allotment option is not exercised in full as described above.

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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, warrants to purchase 25,000 50,000 shares of common stock and rights to 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 2 changes

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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 Continental 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 Continental 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, warrants to purchase 25,000 50,000 shares of common stock and rights to 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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Description of the securities 7 changes

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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 -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 10 in order to receive shares for all of your rights upon closing of a business combination.

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On the date of this prospectus, the insider shares will be placed into an escrow account maintained in New York, New York by American Continental Stock Transfer & Trust Company, LLC, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after the consummation of our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions referred to above include (1) transfers among the insiders, to our officers, directors, advisors and employees, (2) transfers to an insider's affiliates or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation in connection with the consummation of an initial business combination, in each case (except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the insider shares.

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No warrants are currently outstanding. 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, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of the completion of an initial business combination and 12 months from the closing of this offering. However, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the public warrants is not effective within 90 days from the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time or earlier upon redemption or liquidation.

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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 600 300 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.

The warrants will be issued in registered form under a warrant agreement between American Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants (including the private warrants) in order to make any change that adversely affects the interests of the registered holders.

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The transfer agent for our shares of common stock, warrant agent for our warrants and rights agent for our rights is American Continental Stock Transfer & Trust Company. LLC.

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By l aws Bylaws 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:

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Plan of distribution 1 change

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B. Riley Securities, Inc.

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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 1 change

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January 31, 2022, except for Note Notes 3, 4, and 7 and 8 which are dated March 9, 25, 2022 REDWOODS ACQUISITION CORP.

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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 JPMorgan Chase Bank, of America, N.A., maintained by American Continental 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 -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 -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 7: Stockholders' Equity (cont.) 1 change

Warrants — 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, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later of the completion of an initial Business Combination and 12 months from the closing of the Proposed Public Offering. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of the Company's initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of the Company's initial Business Combination at 5:00 p.m., New York City time or earlier redemption.

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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 changes of (i) right conversion from one -twentieth (1/20) to one -tenth (1/10) of one share of common stock and (ii) warrant purchase from one -half (1/2) of one share of common stock to one share of common stock, management did not identified identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Exhibits 1 change

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Form of Warrant Agreement by and between American Continental Stock Transfer & Trust Company LLC and the Registrant 4.6 Form of Rights Agreement by and between American Continental 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 Insiders 10.2 Form of Investment Management Trust Agreement by and between American Continental Stock Transfer & Trust Company LLC and the Registrant 10.3 Form of Stock Escrow Agreement among the Registrant, American Continental 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 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 Services Agreement by and between the Registrant and Redwoods Capital LLC 14* Code of Ethics 23.1 Consent of Friedman LLP 23.2 Consent of Loeb & Loeb LLP (included on Exhibit 5.1) 24* Power of Attorney (included on the signature page) hereto) 99.1* Form of Audit Committee Charter 99.2* Form of Compensation Committee Charter 99.3* Form of Corporate Governance and Nominating Committee Charter 107* Registration Fee Table ____________ * To be Previously filed. by an amendment.

Undertakings 2 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 25 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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