Redwoods Acquisition Corp. Files 8-K/A Amendment

TL;DR

Redwoods Acquisition Corp. amended its 8-K filing on June 14, 2024, detailing material agreements and equity sales.

AI Summary

Redwoods Acquisition Corp. filed an amendment (8-K/A) on June 14, 2024, related to events on June 13, 2024. The filing concerns entry into a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits. The company is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This amendment provides updated information and disclosures regarding significant corporate events, potentially impacting investors' understanding of the company's agreements and equity transactions.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate significant corporate actions or corrections, which can introduce uncertainty or reveal new risks for investors.

Key Numbers

• 001-41340 — SEC File Number (Identifies the company's filing history with the SEC)
• 86-2727441 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Redwoods Acquisition Corp. (company) — Registrant
• June 13, 2024 (date) — Earliest event reported
• June 14, 2024 (date) — Filing date
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $10 — he "Redemption Price") is approximately $10.78, instead of $10.80 per share. The Re
• $10.80 — e") is approximately $10.78, instead of $10.80 per share. The Redemption Price of $10.
• $10.78 — 0.80 per share. The Redemption Price of $10.78 is based on the Trust Account balance a
• $18,990,382 — Account balance as of June 14, 2024, of $18,990,382.23, which takes into account RWOD's tax
• $770,838.33 — se withdrawal from the Trust Account of $770,838.33. RWOD previously reported a Redemption
• $11.20 — eviously reported a Redemption Price of $11.20 in the Current Report on Form 8-K filed
• $0.0001 — res of common stock of PubCo, par value $0.0001 per share, equal to: (i) $60,000,000, d
• $60,000,000 — value $0.0001 per share, equal to: (i) $60,000,000, divided by (ii) $10.00 per share in co
• $10.00 — al to: (i) $60,000,000, divided by (ii) $10.00 per share in consideration of convertin
• $250,000 — nt Shortfall from Seller in tranches of $250,000 (the "Additional Prepayment Shortfall"
• $8.00 — prior trading weeks, but no lower than $8.00; provided that the Reset Price will be
• $1.00 — f the Valuation Date multiplied by (ii) $1.00. The Seller has agreed to waive any re

Filing Documents

• ea020788602-8k425_redwood.htm (8-K/A) — 69KB
• 0001213900-24-052949.txt ( ) — 308KB
• rwod-20240613.xsd (EX-101.SCH) — 4KB
• rwod-20240613_def.xml (EX-101.DEF) — 27KB
• rwod-20240613_lab.xml (EX-101.LAB) — 37KB
• rwod-20240613_pre.xml (EX-101.PRE) — 25KB
• ea020788602-8k425_redwood_htm.xml (XML) — 8KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on May 30, 2023, RWOD, ANEW Merger Sub, Inc., a Wyoming corporation and wholly-owned subsidiary of RWOD ("Merger Sub"), and ANEW MEDICAL, INC., a Wyoming corporation ("ANEW"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement"), pursuant to which, among other things, (1) ANEW will merge with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of RWOD (the "Merger"), and (2) shareholders of ANEW immediately prior to the Effective Time (as defined in the Merger Agreement) collectively will receive from RWOD, in the aggregate, a number of newly issued shares of common stock of PubCo, par value $0.0001 per share, equal to: (i) $60,000,000, divided by (ii) $10.00 per share in consideration of converting their shares of ANEW (collectively, the "Business Combination"). Forward Purchase Agreement with Meteora On June 13, 2024, RWOD and ANEW entered into an agreement with (i) Meteora Capital Partners, LP ("MCP"), (ii) Meteora Select Trading Opportunities Master, LP ("MSTO"), and (iii) Meteora Strategic Capital, LLC ("MSC" and, collectively with MCP and MSTO, the "Seller") (the "Forward Purchase Agreement"). For purposes of the Forward Purchase Agreement, (i) RWOD is referred to as the "Counterparty" prior to the consummation of the Business Combination, while PubCo is referred to as the "Counterparty" after the consummation of the Business Combination and (ii) "Shares" means shares of the common stock, par value $0.0001 per share, of RWOD prior to the closing of the Business Combination ("RWOD Shares"), and, after the closing of the Business Combination, shares of common stock, par value $0.0001 per share, of Pubco ("PubCo Shares"). Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, bu

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As of June 13, 2024, RWOD has received requests to redeem a total of 1,589,776 RWOD Shares. As of June 14, 2024, the pro rata portion of the Trust Account each public share would be entitled to receive upon redemption (the "Redemption Price"), assuming estimated withdrawals from the Trust Account to pay franchise and income taxes owed by RWOD, is approximately $10.78 per share. The Redemption Price of $10.78 is based on the Trust Account balance as of June 14, 2024, of $18,990,382.23, which takes into account the Company's tax expense withdrawal from the Trust Account of $770,838.33. Stockholders who wish to withdraw their previously submitted redemption requests may do so by requesting RWOD's transfer agent, Continental Stock Transfer & Trust Company, to return such shares. RWOD previously reported a Redemption Price of $11.20 in the Current Report on Form 8-K filed on May 10, 2024, which amount, as stated in such Form 8-K, was prior to the deduction of any applicable taxes and therefore did not account for the tax withdrawal of $770,838.33.

01. Other Events

Item 8.01. Other Events. Trust Disclosure Redemptions As of June 13, 2024, RWOD has received requests to redeem a total of 1,589,776 RWOD Shares. As of May 31, 2024, the pro rata portion of the Trust Account each public share would be entitled to receive upon redemption (the "Redemption Price"), assuming estimated withdrawals from the Trust Account to pay franchise and income taxes owed by RWOD, is approximately $10.78 per share. Stockholders who wish to withdraw their previously submitted redemption requests may do so by requesting RWOD's transfer agent, Continental Stock Transfer & Trust Company, to return such shares. IMPORTANT NOTICES Important Notice Regarding Forward-Looking This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act both as amended. perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit No. Description 10.1 Forward Purchase Agreement, dated June 13, 2024, by and among Redwoods Acquisition Corporation, ANEW Holdings Limited, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC 10.2 Subscription Agreement, dated June 13, 2024, by and among Redwoods Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 14, 2024 REDWOODS ACQUISITION CORP. By: /s/ Jiande Chen Name: Jiande Chen Title: Chief Executive Officer 6

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View this 8-K/A filing on SEC EDGAR