United States securities and exchange commission logo February 9, 2022 Jiande Chen Chief Executive Officer Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Re: Redwoods Acquisition Corp. Draft Registration Statement on Form S-1 Submitted January 31, 2022 CIK No. 0001907223 Dear Mr. Chen: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement and nonpublic draft submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joseph Ambrogi at 202-551-4821 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Giovanni Caruso, Esq.