Correspondence 0001213900-23-092745 from Klotho Neurosciences, Inc. (KLTO, KLTOW) (CIK 0001907223) (KLTO)
Klotho Neurosciences, Inc. (KLTO, KLTOW) (CIK 0001907223)
Date: Dec. 4, 2023 · CIK: 0001907223 · Accession: 0001213900-23-092745
AI Filing Summary & Sentiment
File numbers found in text: 333-273748
Referenced dates: November 17, 2023
Letter
Via Edgar Attention: Tim Buchmiller Re: Redwoods Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed November 8, 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 November 17, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-4 that was filed by the Company on November 8, 2023 (the “Amended Registration Statement No. 3”). Concurrently with the submission of this letter, the Company is filing an amendment to the Amended Registration Statement No.2 on Form S-4 (the “Amended Registration Statement No. 3”) 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 No.3, 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.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
Amendment No. 2 to Registration Statement on Form S-4
Following the business combination, what will be the Combined Company’s liquidity position?, page vii
1. We note your response to comment 3 and re-issue in part. When known, please revise this table and all other related tables to address any potential dilution that may result from Section 5.18 of the Business Combination Agreement. Under this section, it appears you may be required to provide additional financing in equity or equity-linked securities to satisfy any transaction expenses. We note related disclosure on page 73. Alternatively, please advise if you do not expect any related dilution
Response: The Company has revised the disclosure on pages vi, viii, ix, 8, 44, 45, 64, 65, 164 and 165 in accordance with the Staff’s comment.
Redwoods’ stockholders will experience dilution as a consequence of, among other transactions, the issuance of
Redwood Common Stock…, page
2. We note your response to comment 5 and re-issue. In addition to showing the varying ownership levels in the Combined Company immediately following the consummation of the Transactions, please revise to also show the varying ownership levels based on all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the Business Combination, including the amount of equity held by founders, the exercise of private and public warrants and the Contingent Consideration Shares. To the extent the shares held by the Sponsor incorporate all Founder Shares, please so specify
Response: The Company has revised the disclosure on pages 45 and 46 in accordance with the Staff’s comment.
Our Research Pipeline, page 123
3. We note your response to comment 11. In the “Information About Anew” section, please expand your disclosure about the in vitro diagnostic product candidates in the first two rows of your pipeline table, or remove these two candidates from the pipeline table.
Response: The Company has revised the disclosure on pages 2, 127, 130, 169, F-60, and F-77 to remove the in vitro diagnostic product candidates in accordance with the Staff’s comment.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1--Description of the Business Combination, page 158
4. You continue to disclose on page 158 that “if suitable terms for a PIPE financing cannot be reached, there is a probability the merger will no longer be completed due to insufficient cash.” Please address the following regarding your response to prior comment 17, including your revisions to the registration statement:
● Tell us and revise your disclosure to clarify the extent to which you believe is “probable” or “not probable” that the merger will be completed assuming no additional PIPE financing is obtained and redemptions occur at the 100% level.
● As previously requested, to the extent you are unable to complete sufficient additional funding, revise to present a pro forma scenario depicting the maximum level of redemptions at which the merger is still probable of completion.
Response: The Company has revised the disclosure on pages 164 and 165 in accordance with the Staff’s comment.
General
5. Please tell us whether Chardan was involved in the preparation of any disclosure that is included in the registration statement, or material underlying disclosure in the registration statement, including but not limited to the disclosure regarding the financial analyses prepared by Redwoods management and reviewed by the board of Redwoods in connection with the valuation of ANEW and the comparable company considerations. If Chardan was involved in preparing this disclosure, please also include a risk factor describing its role in connection with the preparation of the registration statement and the valuation of ANEW and whether it disclaims any liability in connection with such disclosure included in the registration statement. If applicable, please also disclose the rationale for continuing to rely on information disclaimed by the professional organization associated with or responsible for such information.
Response: The Company has revised the disclosure on pages 71, 74, and 77 (describing Chardan’s provision of material identifying comparable companies used by the Company in its valuation of ANEW) and on page 79 (explaining that Redwoods’ officers and directors have the experience necessary to determine whether these identified comparable companies were an appropriate proxy for use in determining valuation) in accordance with the Staff’s comment.
6. Please disclose whether Chardan assisted in the preparation or review of any materials reviewed by Redwoods’ board of directors or management as part of its services to Redwoods or ANEW and whether Chardan has withdrawn its association with those materials and notified Redwoods or ANEW of such disassociation. For context, include that there are similar circumstances in which a financial institution is named and that Chardan’s resignation indicates it is not willing to have the liability associated with such work in this transaction.
Response: The Company has revised the disclosure on page 71, 74, 77 and 80] (describing Chardan’s provision of material identifying comparable companies that the Company presented to its board) and 79 (indicating that investors should not rely on the review, by Chardan representatives involved in its engagement as the Company’s M&A and capital markets advisor, of the comparable company list provided by the Chardan representatives involved in its engagement as Redwoods’ M&A and capital markets advisor)) in accordance with the Staff’s comment.
7. Please provide us with any correspondence between and/or among Chardan, Redwoods, and ANEW relating to Chardan’s resignation.
Response: The Company has revised the disclosure on page 79 in accordance with the Staff’s comment.
8. Please provide us with the engagement letter between Redwoods and Chardan. Please disclose any ongoing obligations of Redwoods pursuant to the engagement letter that will survive the termination of the engagement, such as indemnification provisions, rights of first refusal, and lockups, and discuss the impacts of those obligations on Redwoods in the registration statement.
Response: The Company has revised the disclosure on pages 70 and 79 in accordance with the Staff’s comment.
9. Please provide us with a letter from Chardan stating whether it agrees with the statements made in your prospectus related to its resignation and, if not, stating the respects in which it does not agree. Please revise your disclosure accordingly to reflect that you have discussed the disclosure with Chardan and it either agrees or does not agree with the conclusions and the risks associated with such outcome. If Chardan does not respond, please revise your disclosure to indicate you have asked and not received a response and disclose the risks to investors. If applicable, disclose that the firm refused to discuss the reasons for its resignation and forfeiture of fees with management and clarify whether Chardan performed substantially all the work to earn its fees.
Response: The Company has revised the disclosure on page 79 in accordance with the Staff’s comment.
10. Please revise your disclosure, if true, to highlight for investors that Chardan’s withdrawal indicates that it does not want to be associated with the disclosure or underlying business analysis related to the transaction. In addition, revise your disclosure to caution investors that they should not place any reliance on the fact that Chardan has been previously involved with the transaction.
Response: The Company has revised the disclosure on page 79 in accordance with the Staff’s comment.
11. Please discuss the potential impact on the transaction related to the resignation of Chardan from its previous engagement as Redwood’s merger and acquisition advisor and capital markets advisor. We note that Chardan was an underwriter for the IPO of the SPAC and will continue to serve as a merger and acquisition and capital markets advisor to ANEW. If Chardan would have played a role in. the closing, please disclose and identify whether any new party will be filling Chardan’s role in connection with the business combination.
Response: The Company has revised the disclosure on pages 80, as well as on pages xiv, 13, 56, 57, and 85, in accordance with the Staff’s comment.
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing.
Sincerely,
/s/
Giovanni Caruso
Show Raw Text
CORRESP
1
filename1.htm
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
December 4, 2023
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.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 8, 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 November 17, 2023 (the “Staff’s Letter”) regarding the Company’s
Amendment No. 2 to the Registration Statement on Form S-4 that was filed by the Company on November 8, 2023 (the “Amended Registration
Statement No. 3”). Concurrently with the submission of this letter, the Company is filing an amendment to the Amended Registration
Statement No.2 on Form S-4 (the “Amended Registration Statement No. 3”) 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 No.3, 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.
Los
Angeles New York Chicago Nashville Washington, DC Beijing Hong
Kong www.loeb.com
A
limited liability partnership including professional corporations
Amendment
No. 2 to Registration Statement on Form S-4
Following
the business combination, what will be the Combined Company’s liquidity position?, page vii
1. We
note your response to comment 3 and re-issue in part. When known, please revise this table
and all other related tables to address any potential dilution that may result from Section
5.18 of the Business Combination Agreement. Under this section, it appears you may be required
to provide additional financing in equity or equity-linked securities to satisfy any transaction
expenses. We note related disclosure on page 73. Alternatively, please advise if you do not
expect any related dilution
Response: The Company has revised
the disclosure on pages vi, viii, ix, 8, 44, 45, 64, 65, 164 and 165 in accordance with the Staff’s comment.
Redwoods’
stockholders will experience dilution as a consequence of, among other transactions, the issuance of
Redwood Common Stock…, page
44
2. We
note your response to comment 5 and re-issue. In addition to showing the varying ownership
levels in the Combined Company immediately following the consummation of the Transactions,
please revise to also show the varying ownership levels based on all possible sources and
extent of dilution that shareholders who elect not to redeem their shares may experience
in connection with the Business Combination, including the amount of equity held by founders,
the exercise of private and public warrants and the Contingent Consideration Shares. To the
extent the shares held by the Sponsor incorporate all Founder Shares, please so specify
Response: The Company has revised
the disclosure on pages 45 and 46 in accordance with the Staff’s comment.
Our
Research Pipeline, page 123
3. We
note your response to comment 11. In the “Information About Anew” section, please
expand your disclosure about the in vitro diagnostic product candidates in the first two
rows of your pipeline table, or remove these two candidates from the pipeline table.
Response: The Company has revised
the disclosure on pages 2, 127, 130, 169, F-60, and F-77 to remove the in vitro diagnostic product candidates in accordance with the Staff’s
comment.
Unaudited
Pro Forma Condensed Combined Financial Information
Note
1--Description of the Business Combination, page 158
4. You
continue to disclose on page 158 that “if suitable terms for a PIPE financing cannot
be reached, there is a probability the merger will no longer be completed due to insufficient
cash.” Please address the following regarding your response to prior comment 17, including
your revisions to the registration statement:
● Tell
us and revise your disclosure to clarify the extent to which you believe is “probable” or “not probable” that the
merger will be completed assuming no additional PIPE financing is obtained and redemptions occur at the 100% level.
● As
previously requested, to the extent you are unable to complete sufficient additional funding,
revise to present a pro forma scenario depicting the maximum level of redemptions at which
the merger is still probable of completion.
Response: The Company has revised
the disclosure on pages 164 and 165 in accordance with the Staff’s comment.
2
General
5. Please
tell us whether Chardan was involved in the preparation of any disclosure that is included
in the registration statement, or material underlying disclosure in the registration statement,
including but not limited to the disclosure regarding the financial analyses prepared by
Redwoods management and reviewed by the board of Redwoods in connection with the valuation
of ANEW and the comparable company considerations. If Chardan was involved in preparing this
disclosure, please also include a risk factor describing its role in connection with the
preparation of the registration statement and the valuation of ANEW and whether it disclaims
any liability in connection with such disclosure included in the registration statement.
If applicable, please also disclose the rationale for continuing to rely on information disclaimed
by the professional organization associated with or responsible for such information.
Response: The Company has revised
the disclosure on pages 71, 74, and 77 (describing Chardan’s provision of material identifying comparable companies used by the
Company in its valuation of ANEW) and on page 79 (explaining that Redwoods’ officers and directors have the experience necessary
to determine whether these identified comparable companies were an appropriate proxy for use in determining valuation) in accordance with
the Staff’s comment.
6. Please
disclose whether Chardan assisted in the preparation or review of any materials reviewed
by Redwoods’ board of directors or management as part of its services to Redwoods or ANEW
and whether Chardan has withdrawn its association with those materials and notified Redwoods
or ANEW of such disassociation. For context, include that there are similar circumstances
in which a financial institution is named and that Chardan’s resignation indicates it is
not willing to have the liability associated with such work in this transaction.
Response: The Company has revised
the disclosure on page 71, 74, 77 and 80] (describing Chardan’s provision of material identifying comparable companies that the
Company presented to its board) and 79 (indicating that investors should not rely on the review, by Chardan representatives involved in
its engagement as the Company’s M&A and capital markets advisor, of the comparable company list provided by the Chardan representatives
involved in its engagement as Redwoods’ M&A and capital markets advisor)) in accordance with the Staff’s comment.
7. Please
provide us with any correspondence between and/or among Chardan, Redwoods, and ANEW relating
to Chardan’s resignation.
Response: The Company has revised
the disclosure on page 79 in accordance with the Staff’s comment.
8. Please
provide us with the engagement letter between Redwoods and Chardan. Please disclose any ongoing
obligations of Redwoods pursuant to the engagement letter that will survive the termination
of the engagement, such as indemnification provisions, rights of first refusal, and lockups,
and discuss the impacts of those obligations on Redwoods in the registration statement.
Response: The Company has revised
the disclosure on pages 70 and 79 in accordance with the Staff’s comment.
9. Please
provide us with a letter from Chardan stating whether it agrees with the statements made
in your prospectus related to its resignation and, if not, stating the respects in which
it does not agree. Please revise your disclosure accordingly to reflect that you have discussed
the disclosure with Chardan and it either agrees or does not agree with the conclusions and
the risks associated with such outcome. If Chardan does not respond, please revise your disclosure
to indicate you have asked and not received a response and disclose the risks to investors.
If applicable, disclose that the firm refused to discuss the reasons for its resignation
and forfeiture of fees with management and clarify whether Chardan performed substantially
all the work to earn its fees.
Response: The Company has revised
the disclosure on page 79 in accordance with the Staff’s comment.
3
10. Please
revise your disclosure, if true, to highlight for investors that Chardan’s withdrawal
indicates that it does not want to be associated with the disclosure or underlying business
analysis related to the transaction. In addition, revise your disclosure to caution investors
that they should not place any reliance on the fact that Chardan has been previously
involved with the transaction.
Response: The Company has revised
the disclosure on page 79 in accordance with the Staff’s comment.
11. Please
discuss the potential impact on the transaction related to the resignation of Chardan from
its previous engagement as Redwood’s merger and acquisition advisor and capital markets
advisor. We note that Chardan was an underwriter for the IPO of the SPAC and will continue
to serve as a merger and acquisition and capital markets advisor to ANEW. If Chardan would
have played a role in. the closing, please disclose and identify whether any new party will
be filling Chardan’s role in connection with the business combination.
Response: The Company has revised
the disclosure on pages 80, as well as on pages xiv, 13, 56, 57, and 85, in accordance with the Staff’s comment.
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
4