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    GIOVANNI
    CARUSO

    Partner

    345 Park
    Avenue

    New York,
    NY 10154

    Direct

    Main

    Fax

    212.407.4866

    212.407.4000

    212.407.4990

    gcaruso@loeb.com

Via Edgar

October 17, 2023

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Tim Buchmiller

    Dillon Hagius

    Ibolya Ignat

    Kevin Vaughn

    Re:
    Redwoods Acquisition Corp.

    Registration Statement on Form S-4

    Filed August 4, 2023

    File No. 333-273748

Dear Mr. Buchmiller:

On behalf of our client, Redwoods Acquisition Corp. (“Redwoods”
or the “Company”), we hereby provide a response to the comments issued in a letter dated August 31, 2023 (the “Staff’s
Letter”) regarding the Company’s Registration Statement on Form S-4 that was filed by the Company on August 4, 2023 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing an amendment to the Registration Statement (the
“Amended Registration Statement”) via EDGAR for review in accordance with the procedures of the Securities and Exchange Commission.

In order to facilitate the review by the staff of the Securities and
Exchange Commission (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the
comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page in accordance with the Staff’s comment.

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 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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages vii and 155 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages vi, xi, and 97 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page vii in accordance with the Staff’s comment.

 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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages vii and 38 in accordance with the Staff’s comment.

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 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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages viii, 8, 44, 61 and 148 in accordance with the Staff’s comment. The
convertible debt in bullet point three has been removed.

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 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.”

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page 115 in accordance with the Staff’s comment.

 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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 148 through page 151 in accordance with the Staff’s comment.
The convertible debt has been removed.

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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages ix, 4 and 62 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page viii in accordance with the Staff’s comment. In addition, the Company
has revised the disclosure throughout the Amendment Registration Statement to remove references to the convertible debt financing as ANEW
has not entered into any definitive agreements or binding commitment with respect to such financing.

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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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages xi, 8, 37 and 151 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 2 in accordance with the Staff’s comment.

 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.”

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 2 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 54 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages viii, 3 and 59 in accordance with the Staff’s comment.

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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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 5 and 60 in accordance with the Staff’s comment.

 17. The exhibit numbers referred to in this section do not
correspond to the current exhibits. Please revise.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 5, 6, 61 and 154 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages ii, 5 and 60 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 6 and 61 in accordance with the Staff’s comment.

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 off