UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 13, 2023
Date of Report (Date of earliest event reported)
Redwoods Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-41340 | | 86-2727441 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
1115 Broadway, 12th Floor New York, NY | | 10010 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (646) 916-5315
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Units | | RWODU | | The Nasdaq Stock Market LLC |
| Common Stock | | RWOD | | The Nasdaq Stock Market LLC |
| Warrants | | RWODW | | The Nasdaq Stock Market LLC |
| Rights | | RWODR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 November 13, 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.
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 second certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) which became effective upon filing. Pursuant to the Charter Amendment, RWOD is permitted to extend the date by which RWOD must consummate an initial business combination on a monthly basis up to twelve times from December 4, 2023 to December 4, 2024 by depositing $35,000 for each monthly extension in accordance with the terms of the IMTA Amendment. 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 November 13, 2023, RWOD held a special meeting of stockholders (the “Special Meeting”). On October 19, 2023, the record date for the Special Meeting, there were 8,801,650 issued and outstanding shares of RWOD’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 84.00 % of which were represented in person or by proxy.
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 (the “Extension Amendment”) RWOD’s Amended and Restated Certificate of Incorporation to allow RWOD to extend the date by which RWOD must consummate a business combination up to twelve (12) times for an additional one month each time (the “Extension”) from December 4, 2023 (the date that is 20 months from the closing date of RWOD’s initial public offering (the “IPO”)) (the “Amended Date”) to December 4, 2024 (the date that is 32 months from the closing date of the IPO) (the “Extended Date”). | | | 6,092,266 | | | | 641,083 | | | | 0 | |
| | | | | | | | | | | | | |
| Proposal to amend the Investment Management Trust Agreement, dated March 30, 2022 (as amended by Amendment No.1 thereto), 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 if RWOD has not completed its initial business combination, from the Amended Date (the date that is 20 months from the closing date of the IPO) by up to twelve (12) times for an additional one month each time from the Amended Date to the Extended Date by depositing $35,000 per month for each monthly Extension . | | | 6,092,266 | | | | 771,270 | | | | 0 | |
Each of the proposals described above was approved by RWOD’s stockholders. RWOD’s stockholders elected to redeem an aggregate 3,636,456 shares of common stock in connection with the Special Meeting.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
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: November 14, 2023 | |
| | | |
| REDWOODS ACQUISITION CORP. | |
| | | |
| By: | /s/ Jiande Chen | |
| Name: | Jiande Chen | |
| Title: | Chief Executive Officer | |
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