SEC Comment Letter 0000000000-24-001568 to Klotho Neurosciences, Inc. (KLTO, KLTOW) (CIK 0001907223) (KLTO)
Klotho Neurosciences, Inc. (KLTO, KLTOW) (CIK 0001907223)
Date: Feb. 9, 2024 · CIK: 0001907223 · Accession: 0000000000-24-001568
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273748
Letter
United States securities and exchange commission logo February 9, 2024 Jiande Chen Chief Executive Officer Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10106 Re:Redwoods Acquisition Corp. Amendment No. 6 to Registration Statement on Form S-4 Filed February 7, 2024 File No. 333-273748 Dear Jiande Chen: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 6 to Registration Statement on Form S-4 U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of ANEW Common Stock, page 102 1.We note your statement that "If the Business Combination qualifies either as a tax- deferred reorganization under Section 368(a) of the Code or as a tax-deferred contribution under Section 351(a) of the Code," then certain tax consequences will result. Please revise your disclosures here to more clearly state counsel's tax opinion on whether the transaction will qualify as a reorganization or a tax-deferred contribution. The opinion cannot assume the tax consequence at issue. Also, state in your disclosure here that the discussion is the opinion of tax counsel and identify counsel. Please refer to Sections III.B and C of Staff Legal Bulletin 19.
FirstName LastNameJiande Chen Comapany NameRedwoods Acquisition Corp. February 9, 2024 Page 2 FirstName LastName Jiande Chen Redwoods Acquisition Corp. February 9, 2024 Page 2 Exhibits 2.It appears that you have filed a "short-form" tax opinion as Exhibit 8.1. Please have counsel revise the opinion to state clearly that the referenced disclosure is the opinion of counsel. In addition, whenever there is significant doubt about the tax consequences of the transaction, it is permissible for the tax opinion to use “should” rather than “will,” but counsel providing the opinion must explain why it cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Please refer to Sections III.B and C of Staff Legal Bulletin 19. Please contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Giovanni Caruso, Esq.
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United States securities and exchange commission logo
February 9, 2024
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10106
Re:Redwoods Acquisition Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed February 7, 2024
File No. 333-273748
Dear Jiande Chen:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 6 to Registration Statement on Form S-4
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of ANEW
Common Stock, page 102
1.We note your statement that "If the Business Combination qualifies either as a tax-
deferred reorganization under Section 368(a) of the Code or as a tax-deferred contribution
under Section 351(a) of the Code," then certain tax consequences will result. Please revise
your disclosures here to more clearly state counsel's tax opinion on whether the
transaction will qualify as a reorganization or a tax-deferred contribution. The opinion
cannot assume the tax consequence at issue. Also, state in your disclosure here that the
discussion is the opinion of tax counsel and identify counsel. Please refer to Sections III.B
and C of Staff Legal Bulletin 19.
FirstName LastNameJiande Chen
Comapany NameRedwoods Acquisition Corp.
February 9, 2024 Page 2
FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
February 9, 2024
Page 2
Exhibits
2.It appears that you have filed a "short-form" tax opinion as Exhibit 8.1. Please have
counsel revise the opinion to state clearly that the referenced disclosure is the opinion of
counsel. In addition, whenever there is significant doubt about the tax consequences of the
transaction, it is permissible for the tax opinion to use “should” rather than “will,” but
counsel providing the opinion must explain why it cannot give a “will” opinion and
describe the degree of uncertainty in the opinion. Please refer to Sections III.B and C of
Staff Legal Bulletin 19.
Please contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Giovanni Caruso, Esq.