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                             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.