SecProbe.io

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 KLOTHO NEUROSCIENCES, INC.

 July 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Klotho Neurosciences, Inc. (the "Company")

 Registration Statement on Form S-3

 File No. 333-288533 (the "Registration Statement")

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, Klotho Neurosciences, Inc. (the "Company") hereby respectfully requests that the effective date of
the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. ET on Friday, July 25,
2025, or as soon thereafter as is practicable, unless we or our outside counsel, Paul Goodman request by telephone that such Registration
Statement be declared effective at some other time.

 Please direct any questions regarding this filing
to Paul Goodman, Esq at 917-596-0905.

 Very truly yours,

 By:
 /s/ Joseph Sinkule

 Name:
 Joseph Sinkule

 Title:
 Chief Executive Officer

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 CYRULI SHANKS & ZIZMOR, LLP

 420 Lexington Avenue

 Suite 2320

 New York, NY 10170

 July 22, 2025

 United States Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549

 RE: Klotho Neurosciences, Inc. (the "Company")
Registration Statement on Form S-3
 File No. 333-288533

 Dear Division of Corporate Finance Staff:

 On behalf of Klotho Neurosciences, Inc. (the "Company"),
I am pleased to provide a response to the Staff's July 17, 2025 comment on the above-referenced Registration Statement on Form S-3.

 The numbered paragraphs and headings below correspond
to those set forth in the July 17, 2025 Comment Letter. Staff's comment is set forth in italics, followed by the Company's
response. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Registration Statement.

 Registration Statement on Form S-3

 General

 1 . This registration statement
was filed on Form S-3 and we note that you filed a current report on Form 8-K on August 30, 2024 relating to the resignation of a director
that occurred on August 25, 2024. Since that Form 8-K was not timely filed based on Item 5.01 of Form 8-K, you do not appear eligible
at this time to use Form S-3 pursuant to Instruction I.A of Form S-3. Please explain why you believe you are eligible to use this form
or, alternatively, please amend your registration statement to an appropriate form.

 Response: The Company respectfully submits that it is eligible
to use Form S-3 at this time.

 While the Company's Form 8-K filed on August 30, 2024, originally
stated that the resignation of director Edward Cong Wang occurred on August 25, 2024, this was later clarified and corrected in Amendment
No. 1 to the Form 8-K, filed on July 22, 2025. As explained in that amendment, although Mr. Wang submitted a written resignation via e-mail
on Sunday, August 25, 2024, the Company contacted him on Monday, August 26, 2024, to confirm his resignation and ask whether he intended
to exercise his contractual right to designate a successor. Mr. Wang responded later that day and confirmed that he would not be appointing
a replacement. Accordingly, the Company reasonably determined that the resignation became finalized and effective on Monday, August 26,
2024-the date on which the necessary corporate steps were complete and the Company could determine the resulting board vacancy and
compliance implications.

 Thus, the Company filed the original Form 8-K within four business
days of August 26, 2024, consistent with Item 5.02 of Form 8-K and Instruction I.A.4 to Form S-3, which requires timely filing of all
required reports. The correction made in the amended Form 8-K/A was intended solely to clarify the effective date in line with the Company's
good-faith interpretation of when the resignation was finalized.

 Accordingly, the Company respectfully submits that the Form 8-K was
timely filed, and the Company remains eligible to use Form S-3 at this time.

 If you have any questions, please do not hesitate to contact me at
(347) 379-4627.

 Sincerely,

 /s/ Paul Goodman

 Via: EDGAR

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Joseph A. Sinkule
Chief Executive Officer
Klotho Neurosciences, Inc.
13576 Walnut Street, Suite A
Omaha, NE 68144

 Re: Klotho Neurosciences, Inc.
 Registration Statement on Form S-3
 Filed July 7, 2025
 File No. 333-288533
Dear Joseph A. Sinkule:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

Registration Statement on Form S-3
General

1. This registration statement was filed on Form S-3 and we note that you
filed a current
 report on Form 8-K on August 30, 2024 relating to the resignation of a
director that
 occurred on August 25, 2024. Since that Form 8-K was not timely filed
based on Item
 5.01 of Form 8-K, you do not appear eligible at this time to use Form
S-3 pursuant to
 Instruction I.A of Form S-3. Please explain why you believe you are
eligible to use
 this form or, alternatively, please amend your registration statement to
an appropriate
 form.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 July 17, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Tim Buchmiller at 202-551-3635 or Laura Crotty at
202-551-7614
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Paul Goodman, Esq.
</TEXT>
</DOCUMENT>

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KLOTHO NEUROSCIENCES, INC.

February 7, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Klotho Neurosciences, Inc.

    Registration Statement on Form S-1, filed January 30, 2025

    (File No. 333-284602) (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act
of 1933, as amended, Klotho Neurosciences, Inc. (the “Company”) hereby respectfully requests that the effective date of the
above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. ET on Monday, February 10,
2025, or as soon thereafter as is practicable, unless we or our outside counsel, Paul Goodman request by telephone that such Registration
Statement be declared effective at some other time.

Please direct any questions regarding this filing to
Paul Goodman, Esq at 917-596-0905.

    Very truly yours,

    By:
    /s/ Joseph Sinkule

    Name:
    Joseph Sinkule

    Title:
    Chief Executive Officer

February 6, 2025
Joseph Sinkule
Chief Executive Officer
Klotho Neurosciences, Inc.
13576 Walnut Street, Suite A
Omaha, NE 68144
Re:Klotho Neurosciences, Inc.
Registration Statement on Form S-1
Filed January 30, 2025
File No. 333-284602
Dear Joseph Sinkule:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Paul Goodman, Esq.

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ANEW MEDICAL, INC.

September 17, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 RE: ANEW Medical, Inc

    Registration Statement on Form S-1, filed September
5, 2024

    (File No. 333- 281946) (the “Registration
                                            Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, ANEW Medical, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 4:30 p.m. ET on Wednesday, September 18, 2023, or as soon
thereafter as is practicable, unless we or our outside counsel, Paul Goodman request by telephone that such Registration Statement be
declared effective at some other time.

Please direct any questions regarding this filing
to Paul Goodman, Esq at 917-596-0905.

    Very truly yours,

    By:
    /s/ Joseph Sinkule

    Name:
    Joseph Sinkule

    Title:
    Chief Executive Officer

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CYRULI SHANKS & ZIZMOR, LLP

420 Lexington Avenue

Suite 2320

New York, NY 10170

September 12, 2024

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 RE: ANEW Medical, Inc. (the “Company”)

Registration Statement on Form S-1

Registration No. 333-281946

Dear Division of Corporate Finance Staff:

On behalf of ANEW Medical, Inc (the “Company”),
I am pleased to provide a response to the Staff’s September 12, 2024 comments on the above-referenced Registration Statement on
Form S-1.

The numbered paragraphs and headings below correspond
to those set forth in the September 12, 2024 Comment Letter. The Staff’s comment is set forth in italics, followed by the Company’s
response. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Registration
Statement.

Registration Statement on Form S-1 Exhibits

1. Please revise the consent filed as Exhibit 23.2 to your registration
statement to provide your auditor’s consent to (i) the reference to its firm name under the heading “Experts” in the prospectus
and (ii) the use of its report dated May 22, 2024 in your registration statement.

Response: The Company acknowledges the Staff’s comment
and has filed a corrected version of Exhibit 23.2 in conformance with the Staff’s comment.

If you have any questions, please do not hesitate to contact me at
(347) 379-4627.

    Sincerely,

    /s/ Paul Goodman

    Via: EDGAR

September 12, 2024
Joseph A. Sinkule
Chairman and Chief Executive Officer
ANEW Medical, Inc.
13576 Walnut Street, Suite A
Omaha, NE 68144
Re:ANEW Medical, Inc.
Registration Statement on Form S-1
Filed September 5, 2024
File No. 333-281946
Dear Joseph A. Sinkule:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Registration Statement on Form S-1
Exhibits
1.Please revise the consent filed as Exhibit 23.2 to your registration statement to provide
your auditor's consent to (i) the reference to its firm name under the heading "Experts" in
the prospectus and (ii) the use of its report dated May 22, 2024 in your registration
statement.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 12, 2024
Page 2
            Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Paul Goodman, Esq.

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REDWOODS ACQUISITION CORP.

1115 Broadway, 12th Floor

New York, NY, 10106

February 12, 2024

VIA EDGAR

Mr. Chris Edwards

Mr. Tim Buchmiller

Division of Corporation Finance

Office of Technology

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Redwoods Acquisition Corp. (the “Company”)

    Registration Statement on Form S-4

    (File No. 333-273748) (the “Registration Statement”)

Dear Mr. Buchmiller:

The Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that the Registration Statement will
become effective as of 4:00 p.m. on February 14, 2024, or as soon thereafter as practicable.

  Very truly yours,

  Redwoods Acquisition Corp.

  /s/ Jiande Chen

  Jiande Chen

  Chief Executive Officer

cc:  Loeb & Loeb LLP

    Giovanni Caruso, Esq.

    Cyruli Shanks & Zizmor LLP

    Paul Goodman, Esq.

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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    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

February 1, 2024

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. 4 to Registration Statement on Form S-4

Filed January 3, 2024

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 January 16, 2024 (the “Staff’s Letter”) regarding the Company’s Amendment No. 4 to the
Registration Statement on Form S-4 that was filed by the Company on January 3, 2024 (the “Amended Registration Statement No.
4”). Concurrently with the submission of this letter, the Company is filing an amendment to the Amended Registration Statement
No.4 on Form S-4 (the “Amended Registration Statement No. 5”) 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.4,
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. 4 to Registration Statement on Form S-4

Company Lock-Up Agreement, page 5

1. We note you have revised the terms of the Sponsor Support
Agreement and now disclose that the Sponsor Support Agreement restricts the ability of Redwoods Insiders to sell, transfer or dispose
of, directly or indirectly, its shares of Common Stock converted into or received by such Company Insider as a result of the Merger (the
“Sponsor Lock-up”) in the same way as set forth in the lock-up provisions of Redwoods’ final prospectus filed with the
U.S. Securities and Exchange Commission on April 1, 2022 (the “Final Prospectus”). Rather than referring investors to a separate
filing, please disclose the material terms of the lock-up provisions in your present filing.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 6, 68 and 191 in accordance with the Staff’s comment.

Executive Compensation, page 154

2. Please update the disclosure in this section for the last
completed fiscal year.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 154 in accordance with the Staff’s comment.

Liquidity and Capital Resources, page 171-172

3. We note the disclosure removed from this section. To the
extent that the Combined Company plans to use a material portion of the funds received from the Business Combination to develop any specific
pipeline candidates, please disclose the amounts it expects to allocate to each candidate and specify how far in the development for
each of these product candidates it currently expects to reach with these funds.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 173 in accordance with the Staff’s comment.

Exhibits

4. Please refile your exhibits in the proper text-searchable
format. Please refer to Item 301 of Regulation S-T.

Response: The Company acknowledges the
Staff’s comment and has refiled the exhibits 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

United States securities and exchange commission logo
January 16, 2024
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10106
Re:Redwoods Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed January 3, 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. Unless we note otherwise,
any references to prior comments are to comments in our December 15, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Company Lock-Up Agreement, page 5
1.We note you have revised the terms of the Sponsor Support Agreement and now
disclose that the Sponsor Support Agreement restricts the ability of Redwoods Insiders to
sell, transfer or dispose of, directly or indirectly, its shares of Common Stock converted
into or received by such Company Insider as a result of the Merger (the “Sponsor Lock-
up”) in the same way as set forth in the lock-up provisions of Redwoods’ final prospectus
filed with the U.S. Securities and Exchange Commission on April 1, 2022 (the “Final
Prospectus”). Rather than referring investors to a separate filing, please disclose the
material terms of the lock-up provisions in your present filing.
Executive Compensation, page 154
2.Please update the disclosure in this section for the last completed fiscal year.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 January 16, 2024 Page 2
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
January 16, 2024
Page 2
Liquidity and Capital Resources, page 171
3.We note the disclosure removed from this section. To the extent that the Combined
Company plans to use a material portion of the funds received from the Business
Combination to develop any specific pipeline candidates, please disclose the amounts it
expects to allocate to each candidate and specify how far in the development for each of
these product candidates it currently expects to reach with these funds.
Exhibits
4.Please refile your exhibits in the proper text-searchable format. Please refer to Item 301 of
Regulation S-T.
            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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    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

January 3, 2024

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. 3 to Registration Statement on
    Form S-4

    Filed December 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 December 15, 2023 (the “Staff’s Letter”) regarding the Company’s Amendment No. 3 to the
Registration Statement on Form S-4 that was filed by the Company on December 4, 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.3 on Form S-4 (the “Amended Registration Statement No.4”) 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.4,
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. 3 to Registration Statement on
Form S-4

Cover Page

 1. Please
revise your cover page to prominently disclose the title and amount of securities offered. Refer to Item 501(b)(2) or Regulation
S-K.

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

Following the business combination, what will
be the Combined Company’s liquidity position?,

page vii

 2. We
note your disclosure in the answer to this FAQ is expressed in the amount of dollars you will have on your balance sheet. Please balance
this disclosure, and the similar disclosure elsewhere, with the related amount of working capital (or deficit) you will have under the
various scenarios.

Response: The Company has revised the disclosure on pages vii, viii, 9, 158 and 172 in accordance with the Staff’s comment.

Interests of Certain Persons in the Business
Combination, page 11

 3. We
note your revised disclosure on page 150 that your CFO, Edward Cong Wang, will serve as a director of the Combined Company. Please
revise this section and related sections to specify this potential conflict of interest.

Response: The Company has revised
the disclosure on pages 13 and 84 in accordance with the Staff’s comment.

Background of Redwoods’ and ANEW’s Financial
Advisors, page 75

 4. We note your disclosure on page 76 that Del Mar Global Advisors
Limited presented itself to you as a financial advisor on August 3, 2023 and that you executed a Consultant Agreement with
Del Mar on November 29, 2023. Please specify whether Del Mar is serving as a financial advisor and whether this role differs
from the role articulated in the Consultant Agreement.

Response: The Company has revised
the disclosure on page 76 in accordance with the Staff’s comment.

    2

Redwoods’ Management’s Discussion and Analysis
of Financial Condition and Results of

Operations

Liquidity, Capital Resources and Going Concern,
page 122

 5. We note your discussion of working capital deficit here and
in Note 1 to your unaudited condensed consolidated financial statements on page F-10 that is not the result of current assets less current
liabilities. Please revise your presentation and disclosures to clearly identify, label, and discuss this non-GAAP measure in full compliance
with Item 10(e) of Regulation S-K, or tell us why such disclosure is not required.

Response: The Company has revised
the discussion of working capital deficit in the Liquidity, Capital Resources and Going Concern sections on page 122 and page F-10.

Information about ANEW, page 127

 6. We note from your revised disclosure in response to prior comment 3 that ANEW will no longer be
                                                                                                                                                                   focused on developing an in vitro diagnostic for Klotho isoforms. Please revise to clarify how ANEW intends to develop a gene
                                                                                                                                                                   therapy candidate, and select participants for clinical trials, if a diagnostic is not simultaneously developed. If ANEW will be
                                                                                                                                                                   relying on a third-party diagnostic, please make that clear and include appropriate risk factor disclosure. Also, please
                                                                                                                                                                   disclose if not pursuing the diagnostic would give Universitat Autònoma de Barcelona (UAB) a basis to terminate the agreement
                                                                                                                                                                   between UAB and ANEW and include appropriate risk factor disclosure. We also note the disclosure under “Liquidity and
                                                                                                                                                                   Capital Resources” on page 171 that ANEW continues to expect to deploy $1.25 million of capital for an in vitro
                                                                                                                                                                   diagnostic of Klotho isoforms. Please revise that disclosure as appropriate.

Response: The Company has
revised the disclosure on pages 29, 130 and 171 in accordance with the Staff’s comments.

Unaudited Pro Forma Condensed Combined Financial Information, page
156

 7. Please
                                            address the following regarding
                                            your response to prior comment four:

 ● We
                                            note your revisions on pages 164 and 165. You disclose on page 158 that there is no
                                            minimum cash condition for completing the offering. You also disclose on page ix that
                                            the receipt of PIPE financing is not a closing condition for completing the merger. However,
                                            you disclose on pages 4 and 65 that “Five million dollars ($5,000,000) is the minimum
                                            required cash commitment to complete the merger.” Please revise your disclosures
                                            to reconcile this apparent inconsistency.

 ● To
                                            the extent additional financing is required for completion of the merger, revise the introductory
                                            narrative to your pro formas to identify the nature of the financing alternatives you are
                                            actively considering.

 ● Disclose
                                            the extent to which you believe it is probable that the merger will close if, in the absence
                                            of additional PIPE financing, under the 50% scenario or maximum redemption scenario, redemptions
                                            will result in less than the minimum required cash of $5 million.

Response:
The Company has revised the disclose on pages 4 and 65 to reflect that
there is no minimum cash condition for closing under the Merger Agreement. No additional financing is required for the completion of the
merger and therefore the absence of additional PIPE financing will not impact the Closing.

    3

Note 3 - Transaction Accounting Adjustments

cc - Merger and acquisitions and other fees,
page 168

 8. We note your explanation that your pro forma adjustment
(cc), in the amount of $3,985,000 is for merger and acquisitions fees, proxy solicitor fees, market maker fees, legal fees,
PIPE financings fees, PCAOB auditor fees and other fees. This amount, added to the $4,312,500 deferred underwriting fee payable
amounts to $8,297,500, and represents fees due at closing. We also note that the fees payable at closing decreased from $11,697,500
disclosed in your previous amendment; please tell us the reason for the decrease, provide a breakdown of the items excluded, and adjust
your disclosures as necessary to clarify.

Response: The Company has
revised the disclosure on pages viii, 9, 158, 164, 166, 168 and 172 in accordance with the Staff’s comment. The total
transaction fees were disclosed as $11,697,500 in Amended Registration Statement No. 2 and were disclosed as $8,297,500 in Amended
Registration Statement No. 3. The $3,400,000 decrease in transaction fees resulted from Chardan cancelling $3,600,000 of its M&A
advisory fees, offset by a $200,000 increase in Redwoods legal fees.

General

 9. Please provide us with the 2022 M&A Engagement Letter
between Redwoods and Chardan described on page 70.

Response: The Company has supplementally
provided the 2022 M&A Engagement Letter between Redwoods and Chardan to the Staff.

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

United States securities and exchange commission logo
December 15, 2023
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10106
Re:Redwoods Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 4, 2023
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. Unless we note otherwise,
any references to prior comments are to comments in our November 17, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Cover Page
1.Please revise your cover page to prominently disclose the title and amount of securities
offered. Refer to Item 501(b)(2) or Regulation S-K.
Following the business combination, what will be the Combined Company's liquidity position?,
page vii
2.We note your disclosure in the answer to this FAQ is expressed in the amount of dollars
you will have on your balance sheet. Please balance this disclosure, and the similar
disclosure elsewhere, with the related amount of working capital (or deficit) you will have
under the various scenarios.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 December 15, 2023 Page 2
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
December 15, 2023
Page 2
Interests of Certain Persons in the Business Combination, page 11
3.We note your revised disclosure on page 150 that your CFO, Edward Cong Wang, will
serve as a director of the Combined Company. Please revise this section and related
sections to specify this potential conflict of interest.
Background of Redwoods' and ANEW's Financial Advisors, page 75
4.We note your disclosure on page 76 that Del Mar Global Advisors Limited presented
itself to you as a financial advisor on August 3, 2023 and that you executed a Consultant
Agreement with Del Mar on November 29, 2023. Please specify whether Del Mar is
serving as a financial advisor and whether this role differs from the role articulated in
the Consultant Agreement.
Redwoods' Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity, Capital Resources and Going Concern, page 122
5.We note your discussion of working capital deficit here and in Note 1 to your unaudited
condensed consolidated financial statements on page F-10 that is not the result of current
assets less current liabilities. Please revise your presentation and disclosures to clearly
identify, label, and discuss this non-GAAP measure in full compliance with Item 10(e) of
Regulation S-K, or tell us why such disclosure is not required.
Information about ANEW, page 127
6.We note from your revised disclosure in response to prior comment 3 that ANEW will no
longer be focused on developing an in vitro diagnostic for Klotho isoforms. Please revise
to clarify how ANEW intends to develop a gene therapy candidate, and select participants
for clinical trials, if a diagnostic is not simultaneously developed. If ANEW will be
relying on a third-party diagnostic, please make that clear and include appropriate risk
factor disclosure. Also, please disclose if not pursuing the diagnostic would give
Universitat Autònoma de Barcelona (UAB) a basis to terminate the agreement between
UAB and ANEW and include appropriate risk factor disclosure. We also note
the disclosure under "Liquidity and Capital Resources" on page 171 that ANEW continues
to expect to deploy $1.25 million of capital for an in vitro diagnostic of Klotho
isoforms. Please revise that disclosure as appropriate.
Unaudited Pro Forma Condensed Combined Financial Information, page 156
7.Please address the following regarding your response to prior comment four:
•We note your revisions on pages 164 and 165. You disclose on page 158 that there is
no minimum cash condition for completing the offering. You also disclose on page
ix that the receipt of PIPE financing is not a closing condition for completing the
merger. However, you disclose on pages 4 and 65 that "Five million dollars

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 December 15, 2023 Page 3
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
December 15, 2023
Page 3
($5,000,000) is the minimum required cash commitment to complete the
merger." Please revise your disclosures to reconcile this apparent inconsistency.
•To the extent additional financing is required for completion of the merger, revise the
introductory narrative to your pro formas to identify the nature of the financing
alternatives you are actively considering.
•Disclose the extent to which you believe it is probable that the merger will close if, in
the absence of additional PIPE financing, under the 50% scenario or maximum
redemption scenario, redemptions will result in less than the minimum required cash
of $5 million.
Note 3 - Transaction Accounting Adjustments
cc - Merger and acquisitions and other fees, page 168
8.We note your explanation that your pro forma adjustment (cc), in the amount
of $3,985,000 is for merger and acquisitions fees, proxy solicitor fees, market maker fees,
legal fees, PIPE financings fees, PCAOB auditor fees and other fees. This amount, added
to the $4,312,500 deferred underwriting fee payable amounts to $8,297,500, and
represents fees due at closing. We also note that the fees payable at closing decreased
from $11,697,500 disclosed in your previous amendment; please tell us the reason for the
decrease, provide a breakdown of the items excluded, and adjust your disclosures as
necessary to clarify.
General
9.Please provide us with the 2022 M&A Engagement Letter between Redwoods and
Chardan described on page 70.
            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 Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

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

United States securities and exchange commission logo
November 17, 2023
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY, 10106
Re:Redwoods Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 8, 2023
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. Unless we note otherwise,
any references to prior comments are to comments in our October 30, 2023 letter.
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 November 17, 2023 Page 2
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
November 17, 2023
Page 2
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.
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.
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.
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 November 17, 2023 Page 3
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
November 17, 2023
Page 3
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.
7.Please provide us with any correspondence between and/or among Chardan, Redwoods,
and ANEW relating to Chardan's resignation.
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.
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.
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.
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 November 17, 2023 Page 4
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
November 17, 2023
Page 4
            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 Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

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

November 8, 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. 1 to Registration Statement on Form S-4

                                                                                Filed October 17, 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 October 30, 2023 (the “Staff’s Letter”) regarding the Company’s
Amendment No. 1 to the Registration Statement on Form S-4 that was filed by the Company on October 17, 2023 (the “Amended Registration
Statement No. 1”). Concurrently with the submission of this letter, the Company is filing an amendment to the Amended Registration
Statement No.1 (the “Amended Registration Statement No. 2”) 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.2, 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. 1 to Registration Statement on Form S-4

Questions
And Answers About The Proposals

Following
the business combination, what will be the Combined Company's liquidity position?, page vii

 1. We
                                            note your response to comment 2 and re-issue in part. Please provide disclosure in the Summary
                                            of the Proxy Statement/Prospectus to include a discussion of the Combined Company’s
                                            liquidity position following the Business Combination. Ensure this disclosure describes and
                                            quantifies 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
has revised the disclosure on pages vii and 8 in accordance with the Staff’s comment.

 2. We
                                            note your response to comment 2. Please revise this Q&A to disclose your liquidity position
                                            if there are maximum redemptions. This discussion should account for your estimated transaction
                                            expenses.

Response:
The Company has revised the disclosure on page vii and 8 in accordance with the Staff’s
comment.

What
equity stake will current Redwoods stockholders and ANEW stockholders hold in the Combined Company, page viii

 3. We
                                            note your response to comment 6 and re-issue in part. Please revise this table and all other
                                            related tables to:

 ● separately
                                            show the public rights issued from the private rights issued;

 ● identify
                                            the related party to whom shares are to be issued;

 ● address
                                            any potential dilution that may result from Section 5.18 of the Business Combination Agreement;
                                            and

 ● show
                                            the ownership on a percentage basis of the various groups listed under “Dominator”
                                            in the table based on the assumptions shown in the headings to the table.

Response: The Company
has revised the disclosure on pages viii, 8, 45, 63, 153 and 158 in accordance with the Staff’s comment.

Interests
of Certain Persons in the Business Combination, page 10

 4. We
                                            note your response to comment 22 and re-issue. Please 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.

Response:
The Company has revised the disclosure on pages xiii, xiv and 74 in accordance with the Staff’s
comment.

    2

Risk
Factors

Redwoods'
stockholders will experience dilution as a consequence of, among other transactions, the issuance of Redwood Common Stock, page 44

 5. We
                                            note your response to comment 26 and re-issue in part. Please revise the table on page 44
                                            to disclose 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.

Response:
The Company has revised the disclosure on page 45 in accordance with the Staff’s comment.

Redemption
Rights, page 58

 6. We
                                            note your response to comment 30 and re-issue. Your disclosure on page 58 states, “holders
                                            of public shares may seek to redeem their shares for cash, regardless of whether such holders
                                            vote for or against the business combination proposal[,]” whereas your disclosure on
                                            page 81 states investors “will be entitled to receive cash for these shares only if
                                            you affirmatively vote ‘for’ or ‘against’ the business combination
                                            proposal[.]” Please reconcile.

Response:
The Company has revised the disclosure on page 84 in accordance with the Staff’s comment.

Background
of Redwoods' and ANEW's Financial Advisor, page 72

 7. We
                                            note your response to comment 38 and re-issue in part. Please provide the basis for your
                                            statement on page 71 that “the market of generic drugs targeting diseases like Alzheimer’s
                                            disease and Parkinson disease was valued at $416.06 billion in 2022, and is expected to grow
                                            at a CAGR of 6.51% to 2028” or remove this statement from the filing.

Response:
The Company has deleted the statement referenced by the Staff’s comment.

 8. We
                                            note your response to comment 39 and re-issue in part. Please explain the basis for the statement
                                            on Page 71 that ANEW is “compliance ready” because it is “currently trading
                                            on the OTC Markets.” Additionally, please disclose ANEW’s most recent trading
                                            price, specify the OTC trading market on which it currently trades, and clarify which filings
                                            are “up to date.”

Response:
The Company has revised the disclosure on pages 2 and 73 in accordance with the Staff’s
comment.

 9. We
                                            note your response to comments 42 and 43. Please clearly disclose in the Q&A and Summary
                                            of the Proxy Statement/Prospectus that Chardan was an underwriter of the Redwoods IPO and
                                            was retained as the M&A and capital markets advisor to both Redwoods and ANEW in connection
                                            with the Transactions and quantify the aggregate fees payable to Chardan that are contingent
                                            on completion of the business combination. Ensure that this potential conflict of interest
                                            is also mentioned and clarify those risks to investors.

Response:
The Company has revised the disclosure on pages xiii, xiv, 13, 55, 82 and 83 in accordance with the Staff’s
comment.

Proposal
No. 4 - The Incentive Plan Proposal, page 86

 10. We
                                            note that in response to prior comment 45 you have removed the disclosure that had appeared
                                            under “Repricing” in this section. Please tell us how the removal of that disclosure
                                            is consistent with provisions in the last sentence of Section 5.9 of the 2023 Incentive Plan
                                            included as Annex G. If the combined company’s board of directors may, without the
                                            approval of stockholders, reprice options or SARs, please include appropriate disclosure
                                            regarding these repricing provisions which could occur without stockholder approval, including
                                            whether proxy advisory firms could find any such repricings without stockholder approval
                                            contrary to a performance-based pay philosophy.

Response: The Company
has revised Section 5.9 of the Incentive Plan in Appendix G to remove the repricing language indicated by the Staff.

    3

Our
Research Pipeline, page 121

 11. We
                                            note your response to comment 48 and the inclusion of your pipeline table on page 122. We
                                            note you have presented ANEW’s anticipated clinical trials as being Phase I/II and
                                            Phase II/III for all product candidates. We note, however, your disclosure on page 134 that
                                            clinical trials are typically conducted in three sequential phases, and your disclosure on
                                            page 124, that within the next year, ANEW plans to complete the animal toxicology package
                                            for AMI-202 and the submission of an Investigational New Drug application (IND) to the FDA
                                            for permission to start the first-in-human Phase I “Compassionate Use” study
                                            of AMI-202 in late-stage ALS patients. Given this disclosure, please revise the pipeline
                                            table to show separate columns for each of the three phases of the anticipated clinical trials
                                            or disclose why ANEW believes it will be able to conduct combined trials for each product
                                            candidate. Additionally, ensure that any product candidate mentioned in this pipeline table
                                            is discussed in the “Information About Anew” section, or remove the product candidate
                                            from the pipeline table.

Response: The Company
has revised the disclosure on pages 124 and 125 in accordance with the Staff’s comment.

 12. We
                                            note your response to comment 53. As it concerns your gene therapy product candidates, please
                                            clarify whether you have submitted an IND Application to the FDA.

Response: The Company
has revised the disclosure on page 126 in accordance with the Staff’s comment.

 13. We
                                            note your disclosure that ANEW’s primary focus for 2024 and 2025 is the advancement
                                            of a portfolio of product candidates that includes cardiovascular diseases and dermal diseases.
                                            Given that your product pipeline does not appear to include potential indications for those
                                            diseases, please revise your disclosure to clarify how those indications will be pursued
                                            in 2024 and 2025.

Response: The Company
has revised the disclosure on pages 124 and 126 to remove references to cardiovascular diseases and dermal diseases.

    4

Cell
and Gene Therapy - a-Klotho gene, page 122

 14. We
                                            note your response to comment 56 and re-issue in part. While you have provided several examples
                                            of the “[s]everal hundred publications in major scientific journals [that] support
                                            the continued research of Klotho protein[,]” it is not clear how these named and unnamed
                                            studies support the claims you make in this section. Please specify why you believe each
                                            of these publications support the claims you make in this section, including whether each
                                            of these studies concerned pre-clinical stage or clinical stage research, or remove this
                                            statement from the filing.

Response: The Company
has revised the disclosure on page 124 to remove the referenced paragraph.

 15. We
                                            note your response to comment 57 and re-issue as it concerns AMI-202 (AAVmyo- Des-sKL). Please
                                            clarify if AMI-202 is dependent on the patented RNA splicing variant.

Response: The Company
has revised the disclosure on page 126 in accordance with the Staff’s comment.

Management
After The Business Combination, page 142

 16. We
                                            note your response to comment 40, specifically that Dr. Rodriguez will serve as Chief Scientific
                                            Advisor to the Combined Company on a consulting basis. Please revise the table on the top
                                            of this page to include Dr. Rodriguez. Refer to Item 401(c) of Regulation S-K. If there is
                                            a written agreement underlying this arrangement, please file it as an exhibit and disclose
                                            the material terms of the agreement in an appropriate section of the registration statement.

Response: The Company
has revised the disclosure on page 144 and 145 in accordance with the Staff’s comment.

Unaudited
Pro Forma Condensed Combined Financial Information, page 150

 17. Please
                                            address the following regarding your response to prior comment 67:

 ● As
previously requested, revise to clarify the extent to which you have a minimum cash condition for completing the merger.

 ● Based
                                            on your disclosure of Scenario 2, you assume “...that

United States securities and exchange commission logo
November 2, 2023
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY, 10106
Re:Redwoods Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 16, 2023
File No. 001-41340
Dear Jiande Chen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
October 30, 2023
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY, 10106
Re:Redwoods Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 17, 2023
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. Unless we note otherwise,
any references to prior comments are to comments in our August 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions And Answers About The Proposals
Following the business combination, what will be the Combined Company's liquidity position?,
page vii
1.We note your response to comment 2 and re-issue in part. Please provide disclosure in the
Summary of the Proxy Statement/Prospectus to include a discussion of the Combined
Company’s liquidity position following the Business Combination. Ensure this disclosure
describes and quantifies 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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 October 30, 2023 Page 2
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
October 30, 2023
Page 2
2.We note your response to comment 2. Please revise this Q&A to disclose your liquidity
position if there are maximum redemptions. This discussion should account for
your estimated transaction expenses.
What equity stake will current Redwoods stockholders and ANEW stockholders hold in the
Combined Company. . ., page viii
3.We note your response to comment 6 and re-issue in part. Please revise this table and all
other related tables to:
•separately show the public rights issued from the private rights issued;
•identify the related party to whom shares are to be issued;
•address any potential dilution that may result from Section 5.18 of the Business
Combination Agreement; and
•show the ownership on a percentage basis of the various groups listed under
“Dominator” in the table based on the assumptions shown in the headings to the
table.
Interests of Certain Persons in the Business Combination, page 10
4.We note your response to comment 22 and re-issue. Please 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.
Risk Factors
Redwoods' stockholders will experience dilution as a consequence of, among other transactions,
the issuance of Redwood Common Stock. . ., page 44
5.We note your response to comment 26 and re-issue in part. Please revise the table on page
44 to disclose 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.
Redemption Rights, page 58
6.We note your response to comment 30 and re-issue. Your disclosure on page 58
states, "holders of public shares may seek to redeem their shares for cash, regardless of
whether such holders vote for or against the business combination proposal[,]" whereas
your disclosure on page 81 states investors "will be entitled to receive cash for these
shares only if you affirmatively vote 'for' or 'against' the business combination proposal[.]"
Please reconcile.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 October 30, 2023 Page 3
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
October 30, 2023
Page 3
Background of Redwoods' and ANEW's Financial Advisor, page 72
7.We note your response to comment 38 and re-issue in part. Please provide the basis for
your statement on page 71 that “the market of generic drugs targeting diseases like
Alzheimer’s disease and Parkinson disease was valued at $416.06 billion in 2022, and is
expected to grow at a CAGR of 6.51% to 2028" or remove this statement from the filing.
8.We note your response to comment 39 and re-issue in part. Please explain the basis for the
statement on Page 71 that ANEW is "compliance ready" because it is "currently trading
on the OTC Markets." Additionally, please disclose ANEW’s most recent trading price,
specify the OTC trading market on which it currently trades, and clarify which filings are
"up to date."
9.We note your response to comments 42 and 43. Please clearly disclose in the Q&A and
Summary of the Proxy Statement/Prospectus that Chardan was an underwriter of the
Redwoods IPO and was retained as the M&A and capital markets advisor to both
Redwoods and ANEW in connection with the Transactions and quantify the aggregate
fees payable to Chardan that are contingent on completion of the business
combination. Ensure that this potential conflict of interest is also mentioned and clarify
those risks to investors.
Proposal No. 4 - The Incentive Plan Proposal, page 86
10.We note that in response to prior comment 45 you have removed the disclosure that had
appeared under "Repricing" in this section. Please tell us how the removal of that
disclosure is consistent with provisions in the last sentence of Section 5.9 of the 2023
Incentive Plan included as Annex G. If the combined company’s board of directors may,
without the approval of stockholders, reprice options or SARs, please include appropriate
disclosure regarding these repricing provisions which could occur without stockholder
approval, including whether proxy advisory firms could find any such repricings without
stockholder approval contrary to a performance-based pay philosophy.
Our Research Pipeline, page 121
11.We note your response to comment 48 and the inclusion of your pipeline table on page
122. We note you have presented ANEW’s anticipated clinical trials as being Phase I/II
and Phase II/III for all product candidates. We note, however, your disclosure on page 134
that clinical trials are typically conducted in three sequential phases, and your disclosure
on page 124, that within the next year, ANEW plans to complete the animal toxicology
package for AMI-202 and the submission of an Investigational New Drug application
(IND) to the FDA for permission to start the first-in-human Phase I “Compassionate Use”
study of AMI-202 in late-stage ALS patients. Given this disclosure, please revise the
pipeline table to show separate columns for each of the three phases of the anticipated
clinical trials or disclose why ANEW believes it will be able to conduct combined trials
for each product candidate. Additionally, ensure that any product candidate mentioned in

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 October 30, 2023 Page 4
 FirstName LastNameJiande Chen
Redwoods Acquisition Corp.
October 30, 2023
Page 4
this pipeline table is discussed in the "Information About Anew" section, or remove the
product candidate from the pipeline table.
12.We note your response to comment 53. As it concerns your gene therapy product
candidates, please clarify whether you have submitted an IND Application to the FDA.
13.We note your disclosure that ANEW’s primary focus for 2024 and 2025 is the
advancement of a portfolio of product candidates that includes cardiovascular diseases and
dermal diseases. Given that your product pipeline does not appear to include potential
indications for those diseases, please revise your disclosure to clarify how those
indications will be pursued in 2024 and 2025.
Cell and Gene Therapy - a-Klotho gene, page 122
14.We note your response to comment 56 and re-issue in part. While you have provided
several examples of the "[s]everal hundred publications in major scientific journals [that]
support the continued research of Klotho protein[,]" it is not clear how these named and
unnamed studies support the claims you make in this section. Please specify why you
believe each of these publications support the claims you make in this section, including
whether each of these studies concerned pre-clinical stage or clinical stage research, or
remove this statement from the filing.
15.We note your response to comment 57 and re-issue as it concerns AMI-202 (AAVmyo-
Des-sKL). Please clarify if AMI-202 is dependent on the patented RNA splicing variant.
Management After The Business Combination, page 142
16.We note your response to comment 40, specifically that Dr. Rodriguez will serve as Chief
Scientific Advisor to the Combined Company on a consulting basis. Please revise the
table on the top of this page to include Dr. Rodriguez. Refer to Item 401(c) of
Regulation S-K. If there is a written agreement underlying this arrangement, please file it
as an exhibit and disclose the material terms of the agreement in an appropriate section of
the registration statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 150
17.Please address the following regarding your response to prior comment 67:
•As previously requested, revise to clarify the extent to which you have a minimum
cash condition for completing the merger.
•Based on your disclosure of Scenario 2, you assume "...that 100% of Redwoods
public stockholders holding 5,396,650 shares of Redwoods common stock will
exercise their redemption rights upon consummation of the Business Combination at
a redemption price of approximately $10.47 per share as of June 30, 2023. " You
disclose the following on page 156: "...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." You also disclose the following on page 163: "Assuming the

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 October 30, 2023 Page 5
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
October 30, 2023
Page 5
maximum redemption of Redwood shares, and no additional funding is received, the
Combined Company is expected to have approximately ($11.1) million of cash on its
balance sheet after Closing. The cash deficit of $11.1 million will be paid by a
combination of new financing and funds not redeemed by the redeeming
shareholders. There is no commitment for new financing, or any funds not redeemed
by the redeeming shareholders." Revise to present a pro forma scenario depicting the
maximum level of redemptions assuming no additional funding at which the merger
is still probable of completion.
Description of Securities, page 165
18.We note your revised disclosure in response to comment 73, however, we continue to note
that you disclose that the second amended and restated certificate of incorporation will
authorize the issuance of 1 million shares of preferred stock. Please revise so that this
disclosure reconciles to the information set forth in Annex B which indicates 10 million
shares of preferred stock will be authorized.
Comparison of Stockholder Rights, page 171
19.We note your disclosure on page 171 that the Combined Company will have a single class
of directors. Please tell us how this reconciles to Article V.5 of Annex B. As requested by
prior comment 64, if the Combined Company will have a classified board, please describe
the classified board provisions in this section and identify which class each director will
belong to and when each class’s term will expire.
General
20.We note your response to comment 85 and re-issue. Please tell us, with a view to
disclosure, whether you have received notice from Chardan about ceasing involvement in
the transaction and how that may impact the deal or the deferred underwriting
compensation owed to it for the SPAC’s initial public offering and other advisory
services. If you have not received this notice from Chardan, please so affirmatively state
in correspondence.
21.We note that you filed a preliminary proxy on Schedule 14A on October 16, 2023 which
concerns, among other things, the Extension Amendment Proposal. Please ensure that
your amended S-4 addresses the results of any proxy vote connected to this Proposal and
any resulting shareholder redemptions.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 October 30, 2023 Page 6
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
October 30, 2023
Page 6
            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 Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    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

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

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.

    2

 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.

    3

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.

    4

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

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

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 August 31, 2023 Page 2
 FirstName LastNameJiande Chen
Redwoods Acquisition Corp.
August 31, 2023
Page 2
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

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 August 31, 2023 Page 3
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
August 31, 2023
Page 3
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 August 31, 2023 Page 4
 FirstName LastName
Jiande Chen
Redwoods Acquisition Corp.
August 31, 2023
Page 4
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 August 31, 2023 Page 5
 FirstName LastNameJiande Chen
Redwoods Acquisition Corp.
August 31, 2023
Page 5
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.

 FirstName LastNameJiande Chen
 Comapany NameRedwoods Acquisition Corp.
 August 31, 2023 Page 6
 FirstName LastNameJiande Chen
Redwoods Acquisition Corp.
August 31, 2023
Page 6
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

CORRESP
1
filename1.htm

Redwoods Acquisition Corp.

1115 Broadway, 12th Floor

New York, NY 10010

March 29, 2022

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:	Joseph Ambrogi

  RE:
  Redwoods Acquisition Corp. (the “Company”)

  Registration Statement on Form S-1, as amended

  (File No. 333-263407) (the “Registration Statement”)

Dear Mr. Ambrogi:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 p.m., Eastern Time, on March 30, 2022, or as soon thereafter as practicable.

The Company hereby acknowledges
that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    Redwoods Acquisition
Corp.

    By:
    /s/ Jiande Chen

    Name:
    Jiande Chen

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

March 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Mr. Joseph Ambrogi

    Re:
    Redwoods Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-263407

Dear Mr. Amborgi:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of the Company that the effective
date of the above-referenced Registration Statement on Form S-1 (File No. 333-263407) (the “Registration Statement”) be
accelerated so as to permit it to become effective at 4:00 p.m. ET on March 30, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as may copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

We confirm that the underwriters participating
in the offering have complied with, and will continue to comply with, the requirements of Rule 15c2-8 promulgated under the Securities
Exchange Act of 1934, as amended.

    Very truly yours,

    CHARDAN CAPITAL MARKETS LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Managing Director

United States securities and exchange commission logo
February 9, 2022
Jiande Chen
Chief Executive Officer
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10010
Re:Redwoods Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted January 31, 2022
CIK No. 0001907223
Dear Mr. Chen:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Joseph Ambrogi at 202-551-4821 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso, Esq.