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    GIOVANNI
    CARUSO

    Partner

    345
    Park Avenue

    New
    York, NY 10154

    Direct
    212.407.4866

    Main
      212.407.4000

    Fax
         212.407.4990

    gcaruso@loeb.com

Via
Edgar

October
27, 2023

    Division
    of Corporation Finance

    U.S. Securities & Exchange Commission

    100
    F Street, NE

    Washington,
    D.C. 20549

    Attention:
    Dillon Hagius

    Re:
    Redwoods Acquisition Corp.

Form
14A (Preliminary Proxy Statement)

Filed
on October 16, 2023

Supplemental
Response Letter to Oral Comments received on October 24, 2023

Dear
Mr. Hagius:

This
letter is being furnished in response to the oral comments of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) issued on October 24, 2023 (the “Staff Comments”)
with respect to the preliminary proxy statement filed with the Commission on October 16, 2023 (the “Preliminary Proxy Statement”)
of Redwoods Acquisition Corp. (the “Company”).

In
response to the Staff’s Comments, the Company will replace the risk factor entitled “If we were deemed to be an investment
company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to
abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result,
on or shortly prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering,
we will liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank
demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S.
government securities or money market funds” on page 2 of the Preliminary Proxy Statement with the below risk factor in the
Company’s definitive proxy statement:

If
we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate
the Company.

As
of the date hereof, substantially all of the assets held in the Trust Account are held in money market funds, which primarily invest
in U.S. Treasury Bills. There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose
acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered
investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon
our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors
would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in
the value of our stock and warrants following such a transaction, and our warrants and rights would expire worthless.

The
longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively
in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required
to liquidate. Notwithstanding the foregoing, we intend to keep the funds in the Trust Account invested in money market funds, which primarily
invest in U.S. Treasury Bills.

Thank
you very much for your time and attention to this matter and please call me at 212.407.4866 if you would like additional information
with respect to any of the foregoing.

    Sincerely,

    /s/
    Giovanni Caruso

    Giovanni Caruso

    Partner