Redwoods Acquisition Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Redwoods Acquisition Corp. has filed its 2023 10-K annual report detailing its corporate information and registered securities.</b>

AI Summary

Redwoods Acquisition Corp. (GRMLW) filed a Annual Report (10-K) with the SEC on April 17, 2024. Redwoods Acquisition Corp. filed its annual report for the fiscal year ended December 31, 2023. The company is registered in Delaware with IRS Employer Identification No. 86-2727441. Its principal executive offices are located at 1115 Broadway, 12th Floor, New York, NY 10010. The company's telephone number is (646) 916-5315. Redwoods Acquisition Corp. is listed under the SIC code 2836 for Biological Products (No Diagnostic Substances).

Why It Matters

For investors and stakeholders tracking Redwoods Acquisition Corp., this filing contains several important signals. This filing provides a comprehensive overview of Redwoods Acquisition Corp.'s financial and operational status for the fiscal year 2023, crucial for investors to assess the company's performance and outlook. As a special purpose acquisition company (SPAC), this 10-K is essential for understanding its structure, registered securities (Units, Common Stock, Warrants, Rights), and compliance with SEC regulations.

Risk Assessment

Risk Level: low — Redwoods Acquisition Corp. shows low risk based on this filing. The filing is a standard 10-K for a SPAC, indicating no immediate financial distress or significant operational changes that would elevate risk.

Analyst Insight

Investors should review the full 10-K filing to understand Redwoods Acquisition Corp.'s financial health, any disclosed business developments, and future strategic plans.

Key Numbers

• 20231231 — Fiscal Year End (Conformed Period of Report)
• 20240417 — Filing Date (Conformed Submission Type)
• 001-41340 — Commission File Number (SEC File Number)
• 86-2727441 — IRS Number (IRS Employer Identification No.)

Key Players & Entities

• Redwoods Acquisition Corp. (company) — Registrant
• Nasdaq Stock Market LLC (company) — Exchange where securities are registered
• Securities Exchange Act of 1934 (regulator) — Act under which the report is filed
• Rule 405 of the Securities Act (regulator) — Rule referenced in the filing
• Regulation S-T (regulator) — Regulation referenced in the filing

FAQ

Risk Factors

• General Risk Factors [low — regulatory]: The filing does not detail specific risk factors beyond standard disclosures for a 10-K filing of a SPAC.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-17: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and operational overview for Redwoods Acquisition Corp.)

SPAC

Special Purpose Acquisition Company: a shell company that is set up to acquire or merge with an existing company. (Redwoods Acquisition Corp. is identified as a SPAC, and this filing is standard for such entities.)

Key Financial Figures

• $0.0001 — ock Market LLC Common Stock, par value $0.0001 per share RWOD The Nasdaq Stock Market
• $11.50 — one share of Common Stock at a price of $11.50 per share and one right to receive one-
• $10.00 — units were sold at an offering price of $10.00 per public unit, generating gross proce
• $100,000,000 — blic unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a
• $4,775,000 — nit, generating total gross proceeds of $4,775,000. The private units are identical to the
• $15,000,000 — blic unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the
• $525,000 — vate unit, generating total proceeds of $525,000. Transaction costs relating to the IPO
• $8.4 m — ng to the IPO amounted to approximately $8.4 million, consisting of approximately $2.9
• $2.9 million — .4 million, consisting of approximately $2.9 million of underwriting fees, approximately $4.
• $4.3 million — ion of underwriting fees, approximately $4.3 million of deferred underwriting fees (payable
• $1.2 million — business combination) and approximately $1.2 million of other offering costs. Upon the clos
• $116,150,000 — vate units on April 7, 2022, a total of $116,150,000 was placed in a trust account (the "tru
• $250 million — th an enterprise value of approximately $250 million to $1 billion. We will prioritize targe
• $1 billion — value of approximately $250 million to $1 billion. We will prioritize targets that are al
• $35,000 — 2023 to December 4, 2024 by depositing $35,000 per month for each monthly extension. I

Filing Documents

• ea0202986-10k_redwoods.htm (10-K) — 814KB
• ea020298601ex10-18_redwoods.htm (EX-10.18) — 12KB
• ea020298601ex21_redwoods.htm (EX-21) — 1KB
• ea020298601ex31-1_redwoods.htm (EX-31.1) — 9KB
• ea020298601ex31-2_redwoods.htm (EX-31.2) — 8KB
• ea020298601ex32-1_redwoods.htm (EX-32.1) — 3KB
• ea020298601ex32-2_redwoods.htm (EX-32.2) — 3KB
• ea020298601ex97-1_redwoods.htm (EX-97.1) — 33KB
• 0001213900-24-033573.txt (&nbsp;) — 4951KB
• rwod-20231231.xsd (EX-101.SCH) — 63KB
• rwod-20231231_cal.xml (EX-101.CAL) — 32KB
• rwod-20231231_def.xml (EX-101.DEF) — 252KB
• rwod-20231231_lab.xml (EX-101.LAB) — 450KB
• rwod-20231231_pre.xml (EX-101.PRE) — 247KB
• ea0202986-10k_redwoods_htm.xml (XML) — 459KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 6 ITEM 1B. UNRESOLVED STAFF COMMENTS 7 ITEM 1C. CYBERSECURITY 7 ITEM 2.

PROPERTIES

PROPERTIES 7 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 7 ITEM 4. MINE SAFETY DISCLOSURES 7 PART II 8 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 8 ITEM 6. [RESERVED] 8 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 20 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 20 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 20 ITEM 9B. OTHER INFORMATION 20 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 20 PART III 21 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 21 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 25 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 27 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 29 PART IV 30 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 30 ITEM 16. FORM 10-K SUMMARY 33 i CERTAIN TERMS References to "the Company," "RWOD," "our," "us" or "we" refer to Redwoods Acquisition Corp., a blank check company incorporated in Delaware on March 16, 2021. References to our "Sponsor" refer to Redwoods Capital LLC, a Delaware limited liability company. References to our "IPO" refer to the initial public offering of Redwoods Acquisition Corp., which closed on April 4, 2022. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our: ability to complete our initial business combination;

BUSINESS

ITEM 1. BUSINESS Introduction We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to herein as an initial business combination. Our sponsor is Redwoods Capital LLC, a Delaware limited liability company ("Sponsor"). Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus on the carbon neutral and energy storage industries. We do not have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. We will not undertake an initial business combination with any entity with principal business operations in China (including Hong Kong and Macau). The registration statement for our initial public offering (the "Initial Public Offering," or "IPO") was declared effective on March 30, 2022. On April 4, 2022, we consummated the Initial Public Offering of 10,000,000 units (the "public units"), each Public Unit consisting of one share of common stock, $0.0001 par value ("Common Stock"), one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The public units were sold at an offering price of $10.00 per public unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments, if any. Simultaneously with the closing of the IPO, we sold to the Sponsor and Chardan Capital Ma

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View this 10-K filing on SEC EDGAR