Item 1.01 Entry into a Material Definitive Agreement.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Special Meeting (defined below), Redwoods Acquisition Corp. ("RWOD") and Continental Stock Transfer & Trust Company entered into an amendment, dated April 4, 2023, to the Investment Management Trust Agreement, dated March 30, 2022, by and between Continental Stock Transfer & Trust Company and RWOD (the "IMTA Amendment"). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

On March 30, 2023, RWOD issued an unsecured, non-interest bearing promissory note in the principal amount of $360,000 (the "Note") to Redwoods Capital LLC, RWOD's sponsor. The maturity date of the Note shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below, and the holder of the Note, in its sole discretion, may convert any or all of the unpaid principal under the Note into units of the Company, at a price of $10.00 per unit, upon consummation of the Company's initial business combination. "Repayment/Conversion Trigger Event" means:

(i) the closing of a merger, consolidation or other business combination pursuant


     to which the Company acquires an entity for its initial business combination;
     or

(ii) the liquidation of RWOD on or before the date of the 12 month anniversary of


      RWOD's initial public offering (the "IPO") (or up to the 18 month
      anniversary of the IPO if RWOD extends the period of time to consummate a
      business combination), or such later liquidation date as may be approved by
      RWOD's stockholders, that occurs while the Note is outstanding or any time
      thereafter prior to the repayment of the Note.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal


           Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting, RWOD filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter Amendment") which became effective upon filing. The Charter Amendment changed the date by which RWOD must consummate an initial business combination from April 4, 2023 to July 4, 2023, with the ability to further extend the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submissions of Matters to a Vote of Security Holders.

On March 31, 2023, RWOD held a special meeting of stockholders (the "Special Meeting"). On February 27, 2023, the record date for the Special Meeting, there were 14,905,000 issued and outstanding shares of RWOD's common stock (the "Common Stock") entitled to vote at the Special Meeting, 86.64% of which were represented in person or by proxy.





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The final results for RWOD of the matters submitted to a vote of RWOD's stockholders at the Special Meeting are as follows:





Matters Voted On                                                       For        Against    Abstain

Proposal to amend RWOD's Amended and Restated Certificate of Incorporation to allow RWOD to extend the date by which RWOD must consummate a business combination (the "Extension") from April 4, 2023 (the date that is 12 months from the closing date of RWOD's initial public offering of units (the "IPO")) to July 4, 2023 (the date that is 15 months from the closing date of the IPO) (the "Amended Date") and on a monthly basis up to five times from the Amended Date to December 4, 2023 (the date that is 20 months from the closing date of the IPO)

                                   11,728,754   1,185,182         0

Proposal to amend the Investment Management Trust Agreement, dated March 30, 2022, by and between RWOD and Continental Stock Transfer & Trust Company (the "Trustee"), to allow RWOD to extend the date on which the Trustee must liquidate the trust account established by RWOD in connection with the IPO (the "trust account") if RWOD has not completed its initial business combination, from April 4, 2023 (the date that is 12 months from the closing date of the IPO) to July 4, 2023 (the date that is 15 months from the closing date of the IPO) and on a monthly basis up to five times from the Amended Date to December 4, 2023 (the date that is 20 months from the closing date of the IPO) by depositing into the trust account $360,000 for the initial three-month Extension and $120,000 per month for each subsequent one-month Extension

                                                 11,728,754   1,185,182         0

Each of the proposals described above was approved by RWOD's stockholders. RWOD's stockholders elected to redeem an aggregate 6,103,350 shares of common stock in connection with the Special Meeting.

Item 9.01. Financial Statements and Exhibits






(c) Exhibits:



Exhibit No.   Description
3.1             Certificate of Amendment, dated April 4, 2023, to Amended and Restated
              Certificate of Incorporation of RWOD
10.1            Amendment to the Investment Management Trust Agreement, dated April 4,
              2023, by and between RWOD and Continental Stock Transfer & Trust
              Company.
10.2            Promissory Note to Redwoods Capital LLC, dated March 30, 2023.
104           Cover Page Interactive Data File (formatted as Inline XBRL and contained
              in Exhibit 101)




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