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United States securities and exchange commission logo
August 31, 2023
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY, 10106
Re:Redwoods Acquisition Corp.
Registration Statement on Form S-4
Filed August 4, 2023
File No. 333-273748
Dear Jiande Chen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please disclose the value assigned to the Contingent Consideration Shares on a per share
basis for purposes of the business combination agreement and disclose the total potential
total value of the Contingent Consideration Shares.  Please also indicate the total
aggregate consideration (the Merger Consideration plus the potential value of the
Contingent Consideration Shares) to be paid to the ANEW stockholders as consideration
for the business combination.
Questions And Answers About The Proposals, page v
2.Please revise this section as well as the Summary of the Proxy Statement/Prospectus,
where appropriate, to include a discussion of the Combined Company's liquidity position

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following the Business Combination.  In your revisions, please describe and quantify the
payments required to be made by the Combined Company following the Business
Combination, including transaction expenses, as well as any other debt obligations of the
Combined Company.
Why is Redwoods proposing the business combination?, page vi
3.Please disclose the total percentage of public shares redeemed in connection with the
Initial Extension.
Following the business combination, will the Combined company's securities continue to trade
on a stock exchange?, page vii
4.We note your disclosure that each Public Right will convert into one-tenth (1/10) of one
share of common stock upon the consummation of a Business Combination.  Given that
disclosure, please explain why the Combined Company's rights will begin trading on
Nasdaq following the Business Combination or revise as appropriate.
5.We note your disclosure that the Combined Company’s securities will continue to trade on
Nasdaq.  In light of Section 6.1 of the Business Combination Agreement, please revise to
disclose if the terms of the merger agreement permit that the Nasdaq listing closing
condition could be waived without recirculation or resolicitation.  If so, please revise your
risk factors to reflect the risks associated with any such waiver and revise to indicate that
shareholders may not have certainty at the time they vote that the securities of the
combined company will be listed on Nasdaq following the merger or revise your
disclosure in a pre-effective amendment as appropriate if and when there is more certainty
regarding the Nasdaq listing of the securities of the combined company.
What equity stake will current Redwoods stockholders and ANEW stockholders hold in the
Combined Company. . ., page vii
6.Revise this table, and the related tables on pages 7, 41, 58, and 131, as follows:
•disclose the Sponsor’s (including any of its affiliates) total potential ownership
interest in the Combined Company, assuming exercise and conversion of all
securities, and revise the disclosure to show the potential impact of redemptions on
the per share value of the shares owned by non-redeeming shareholders by including
a sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels;
•segregate the ownership interest of the Sponsor from other shareholders.  The current
table, which refers to the ownership interests of "Redwoods private and other
stockholders" does not do this;
•revise references to "Redwoods public and private rights" and "[c]onvertible debt
converted to shares of Redwood’s Common Stock at closing" to more clearly identify
who owns these securities;
•clarify, if true, that the "no redemption" scenario accounts for the public shares

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redeemed in connection with the March 31, 2023 special meeting of stockholders;
and
•address any potential dilution that may result from Section 5.18 of the Business
Combination Agreement.
7.Please reconcile the conflicting disclosure regarding fees owed and other transaction costs
throughout the filing.  For example, and without limitation, we note disclosure on this
page, page 106, and page 134, respectively, that:
•the "underwriting fees and other fees due at closing" will equal 1,023,250 shares,
which, valued at $10.00 per share, would equal $10,232,500;
•you "incurred $8,365,339 of transaction costs, consisting of underwriting fees,
$4,312,500 of deferred underwriting fees (payable only upon completion of an initial
business combination) and $1,177,839 of other offering costs[;]" and
•the Combined Company "will owe approximately $7,385,000 for merger and
acquisitions fees, proxy solicitor fees, market maker fees, legal fees, PIPE financings
fees, PCAOB auditor fees and other fees."
8.We note that this table includes 610,000 shares of "convertible debt converted to shares of
Redwood’s Common Stock at closing."  We also note that, on page 133, you
disclose “ANEW has not secured any commitment, letter of intent or term sheet for this
financing.”  As this commitment is still speculative, please remove it from this table.  To
the extent this financing is secured, ensure that any future amendment:
•identifies the investors;
•discusses the key terms of the convertible debt;
•discloses the potential dilutive impact of these securities on non-redeeming
shareholders.
If this convertible debt is intended to serve as an in-kind payment for the merger and
acquisition fees, please so specify.  We note disclosure to this effect on page 134.
Are there any arrangements to help ensure that Redwoods will have sufficient funds, together
with the proceeds in its trust account. . ., page viii
9.Please identify the PIPE Investors and ensure the discussion of the Transaction Financing
Arrangements clearly discloses the current status of these arrangements and the
material terms of these arrangements.
What conditions must be satisfied to complete the Business Combination?, page viii
10.Please clarify whether the $5 million PIPE Investment is a closing condition to the
Business Combination.  If so, disclose: (1) whether the condition is waivable; (2) who is
entitled to waive the condition; and (3) whether there is a current intention to waive the
condition.  Please also clarify if the PIPE Investment is different from the contemplated
convertible debt financing and, if the PIPE Investment is secured, please address the PIPE
Investment in your tables on pages viii, 7, 41, 58, and 131.

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How does the Sponsor intend to vote on the proposals?, page xi
11.The disclosure that the Sponsor owns 20% of the outstanding shares of your Common
Stock conflicts with the disclosure on page 151 that the Sponsor owns 30.68% of your
Common Stock.  Also, the disclosure on page 151 indicates that the Sponsor beneficially
owns 2,700,000 shares whereas the annual report on Form 10-K filed by Redwoods
Acquisition Corp. on April 10, 2023 indicates that as of April 7, 2023, the Sponsor
beneficially owned 3,115,000 shares of common stock.  Please reconcile this disclosure
here and throughout the filing, as necessary.
Summary of the Proxy Statement/Prospectus
ANEW, page 2
12.Please disclose the name(s) of ANEW's lead product candidate(s) and their current
development status.  If all of ANEW's product candidates are in the preclinical stage,
please make that clear.
13.Revise this section and the section entitled "Information About ANEW" on page 111
to describe the general development of the business of ANEW, its subsidiaries, and any
predecessor(s).  In this regard, we note inconsistent disclosure throughout the filing
concerning ANEW's corporate history.  For example, we note disclosure on this page,
page 117, and page F-52, respectively, that:
•"On March 5, 2013, the company as re-domiciled in Wyoming and on October 2,
2014 changed its name to Strategic Asset Leasing Inc.  On April 21, 2021, the
company changed its name to ANEW Medical, Inc. and on November 1, 2021, the
company acquired ANEW Oncology, Inc., a Delaware corporation as a wholly-
owned subsidiary."
•Joseph Sinkule "founded and served as CEO and Chairman of the Board of Anew
Oncology, Inc. in 2015, which became ANEW MEDICAL, INC. in 2019."
•"On January 4, 2022, the [c]ompany filed an Articles of Amendment with the State of
Wyoming, changing its name to “ANEW Medical, Inc. ... As of March 31, 2023, the
[] name change [has] not been declared effective."
Representations, Warranties and Covenants, page 3
14.We note your disclosure the representations and warranties of the parties contained in the
Business Combination Agreement terminate at Closing and that there do not appear to be
any indemnification rights in this regard.  Please include appropriate risk factor disclosure.
Transaction Financing Arrangements, page 3
15.Please highlight material differences in the terms and prices of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the
business combination.  Disclose if your Sponsor, directors, officers, or their affiliates will
participate in the PIPE Investment.  Revise the related disclosure on page 59.

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Other Agreements, page 5
16.Please discuss the material terms of the Lock-Up Agreement, dated as of May 30, 2023.
17.The exhibit numbers referred to in this section do not correspond to the current exhibits.
Please revise.
ANEW Stockholder Voting and Support Agreement, page 6
18.Please specifically identify which ANEW Supporting Stockholders are subject to
the Stockholder Voting and Support Agreement.
Registration Rights Agreement, page 6
19.Please specifically identify the "certain stockholders of Redwoods" and "certain
stockholders of ANEW" that will enter into the Registration Rights Agreement.
Additionally, specify the "certain registration rights" that will be granted to these
stockholders and quantify the amount of "respective shares of Common Stock" subject to
the agreement.  Exhibit 10.3 does not appear to be the Registration Rights Agreement nor
has any Registration Rights Agreement been attached.  Please file the Registration Rights
Agreement as an exhibit to the registration statement.  Refer to Item 601(b)(10) of
Regulation S-K.
Interests of Certain Persons in the Business Combination, page 9
20.Please revise this section as follows:
•disclose the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable
target company or on terms less favorable to shareholders rather than liquidate;
•disclose the risk that the Sponsor and its affiliates can earn a positive rate of return on
their investment, even if other SPAC shareholders experience a negative rate of
return in the Combined Company;
•specify that your charter waived the corporate opportunities doctrine and
disclose whether it impacted your search for an acquisition target;
•highlight all material interests in the transaction held by the Sponsor and your officers
and directors—including any fiduciary or contractual obligations to other entities as
well as any interest in, or affiliation with, ANEW—and clarify how your Board
considered these conflicts in negotiating and recommending the Business
Combination.  We note in this regard that your CFO Edward Cong Wang has served
as Chairman, President and Chief Executive Officer at Pacifico Acquisition Corp.
since March 2021 and that your director Raymond J. Gibbs currently serves as an
independent director at Pacifico Acquisition Corp.; and
•specify whether your Sponsor has an ownership interest in ANEW and, if so, expand
your disclosure regarding its ownership interest in ANEW to disclose the
approximate dollar value of the interest based on the transaction value and recent
trading prices as compared to the price paid.

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Ensure that this disclosure is also provided in the Q&A, the Summary of the Proxy
Statement/Prospectus, and the Risk Factors.
21.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a Business Combination.  In
this regard, we note the following payments, which are mentioned on pages 106, 107, and
108, respectively, are not mentioned in this section:
•the Sponsor provided a loan of up to $150,000 and $360,000 to be used for
transaction costs related to the Business Combination;
•you issued promissory notes in the principal amount of up to $150,000 and $360,000
to the Sponsor; and
•you entered into an administrative services agreement pursuant to which you paid the
Sponsor a total of $10,000 per month.
Additionally, please identify and quantify the "claims of target businesses or claims of
vendors or other entities that are owed money by Redwoods for services rendered or
contracted for or products sold to Redwoods[.]"  Ensure that you provide similar
quantification in the Q&A, the Summary of the Proxy Statement/Prospectus, and the Risk
Factors and file the promissory note and any other written agreement connected to these
events as exhibits to the registration statement, or advise.
22.It appears that the underwriting fees and deferred underwriting fees remain constant and
are not adjusted based on redemptions.  Revise to disclose the effective underwriting fee
on a percentage basis for shares at each redemption level presented in your sensitivity
analysis related to dilution.
Cautionary Note Regarding Forward-Looking Statements, page 15
23.We note the reference to "projected financial information with respect to ANEW."  If
financial projections related to ANEW were prepared and provided to the board of
Redwoods or any third party in connection with any financings related to the business
combination, please provide those projections or tell us why they are not material to
investors.  If no projections were prepared, please revise your disclosure in this section as
appropriate.
Risk Factors
ANEW may need to enter into alliances with other companies that can provide capabilities and
funds for the development. . ., page 24
24.Please specify any material "alliances with other companies" in which "ANEW has found
it necessary to enter into" and disclose the terms of these alliances.
Risks Related to Redwoods and the Business Combination, page 37
25.Disclose the material risks to unaffiliated investors presented by taking the Company
public through a m