As filed with the Securities and Exchange Commission on February 6, 2024
Registration No. 333-273748
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
REDWOODS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
_____________________
Delaware | | 6770 | | 86-2727441 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
1115 Broadway, 12th Floor
New York, NY, 10106
Telephone: (646) 916-5315
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________
Jiande Chen
Chief Executive Officer
1115 Broadway, 12th Floor
New York, NY, 10106
Telephone: (646) 916-5315
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________
Copies to:
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000 | | Paul Goodman
Cyruli Shanks & Zizmor LLP
420 Lexington Ave
New York, NY 10170
(212) 661-6800 |
___________________________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | | | 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 6, 2024.
| | REDWOODS ACQUISITION CORP. |
| | | By: | | /s/ Jiande Chen |
| | | Name: | | Jiande Chen |
| | | Title: | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated:
Signature | | Title | | Date |
/s/ Jiande Chen | | Chief Executive Officer and Chairman of the Board | | February 6, 2024 |
Jiande Chen | | |
/s/ Edward Cong Wang | | Chief Financial Officer (Principal Financial and Accounting Officer) | | February 6, 2024 |
Edward Cong Wang | | |
/s/ Raymond J. Gibbs* | | Director | | February 6, 2024 |
Raymond J. Gibbs | | | | |
/s/ Wei Kwang Ng* | | Director | | February 6, 2024 |
Wei Kwang Ng | | | | |
/s/ Hong Li* | | Director | | February 6, 2024 |
Hong Li | | | | |
*By: | | /s/ Edward Cong Wang | | |
| | | Edward Cong Wang, attorney in fact | | |
