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                            November 17, 2023

       Jiande Chen
       Chief Executive Officer
       Redwoods Acquisition Corp.
       1115 Broadway, 12th Floor
       New York, NY, 10106

                                                        Re: Redwoods
Acquisition Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed November 8,
2023
                                                            File No. 333-273748

       Dear Jiande Chen:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our October 30, 2023
letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Following the business combination, what will be the Combined Company's
liquidity position?,
       page vii

   1.                                                   We note your response
to comment 3 and re-issue in part. When known, please revise this
                                                        table and all other
related tables to address any potential dilution that may result from
                                                        Section 5.18 of the
Business Combination Agreement. Under this section, it appears you
                                                        may be required to
provide additional financing in equity or equity-linked securities to
                                                        satisfy any transaction
expenses. We note related disclosure on page 73. Alternatively,
                                                        please advise if you do
not expect any related dilution.
 Jiande Chen
FirstName
Redwoods LastNameJiande
          Acquisition Corp.Chen
Comapany 17,
November  NameRedwoods
              2023         Acquisition Corp.
November
Page 2    17, 2023 Page 2
FirstName LastName
Redwoods' stockholders will experience dilution as a consequence of, among
other transactions,
the issuance of Redwood Common Stock. . ., page 44

2.       We note your response to comment 5 and re-issue. In addition to
showing the varying
         ownership levels in the Combined Company immediately following the
consummation of
         the Transactions, please revise to also show the varying ownership
levels based on all
         possible sources and extent of dilution that shareholders who elect
not to redeem their
         shares may experience in connection with the Business Combination,
including the
         amount of equity held by founders, the exercise of private and public
warrants and the
         Contingent Consideration Shares. To the extent the shares held by the
Sponsor incorporate
         all Founder Shares, please so specify.
Our Research Pipeline, page 123

3.       We note your response to comment 11. In the "Information About Anew"
section, please
         expand your disclosure about the in vitro diagnostic product
candidates in the first two
         rows of your pipeline table, or remove these two candidates from the
pipeline table.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1--Description of the Business Combination, page 158

4.       You continue to disclose on page 158 that "if suitable terms for a
PIPE financing cannot
         be reached, there is a probability the merger will no longer be
completed due to
         insufficient cash." Please address the following regarding your
response to prior comment
         17, including your revisions to the registration statement:
             Tell us and revise your disclosure to clarify the extent to which
you believe is
              "probable" or "not probable" that the merger will be completed
assuming no
              additional PIPE financing is obtained and redemptions occur at
the 100% level.
             As previously requested, to the extent you are unable to complete
sufficient
              additional funding, revise to present a pro forma scenario
depicting the maximum
              level of redemptions at which the merger is still probable of
completion.
General

5.       Please tell us whether Chardan was involved in the preparation of any
disclosure that is
         included in the registration statement, or material underlying
disclosure in the registration
         statement, including but not limited to the disclosure regarding the
financial analyses
         prepared by Redwoods management and reviewed by the board of Redwoods
in
         connection with the valuation of ANEW and the comparable company
considerations. If
         Chardan was involved in preparing this disclosure, please also include
a risk factor
         describing its role in connection with the preparation of the
registration statement and the
         valuation of ANEW and whether it disclaims any liability in connection
with such
         disclosure included in the registration statement. If applicable,
please also disclose the
         rationale for continuing to rely on information disclaimed by the
professional organization
         associated with or responsible for such information.
 Jiande Chen
Redwoods Acquisition Corp.
November 17, 2023
Page 3
6.       Please disclose whether Chardan assisted in the preparation or review
of any materials
         reviewed by Redwoods' board of directors or management as part of its
services to
         Redwoods or ANEW and whether Chardan has withdrawn its association
with those
         materials and notified Redwoods or ANEW of such disassociation. For
context, include
         that there are similar circumstances in which a financial institution
is named and that
         Chardan's resignation indicates it is not willing to have the
liability associated with such
         work in this transaction.
7.       Please provide us with any correspondence between and/or among
Chardan, Redwoods,
         and ANEW relating to Chardan's resignation.
8.       Please provide us with the engagement letter between Redwoods and
Chardan. Please
         disclose any ongoing obligations of Redwoods pursuant to the
engagement letter that will
         survive the termination of the engagement, such as indemnification
provisions, rights of
         first refusal, and lockups, and discuss the impacts of those
obligations on Redwoods in the
         registration statement.
9.       Please provide us with a letter from Chardan stating whether it agrees
with the statements
         made in your prospectus related to its resignation and, if not,
stating the respects in which
         it does not agree. Please revise your disclosure accordingly to
reflect that you have
         discussed the disclosure with Chardan and it either agrees or does not
agree with the
         conclusions and the risks associated with such outcome. If Chardan
does not respond,
         please revise your disclosure to indicate you have asked and not
received a response and
         disclose the risks to investors. If applicable, disclose that the firm
refused to discuss the
         reasons for its resignation and forfeiture of fees with management and
clarify whether
         Chardan performed substantially all the work to earn its fees.
10.      Please revise your disclosure, if true, to highlight for investors
that Chardan's withdrawal
         indicates that it does not want to be associated with the disclosure
or underlying business
         analysis related to the transaction. In addition, revise your
disclosure to caution investors
         that they should not place any reliance on the fact that Chardan has
been previously
         involved with the transaction.
11.    Please discuss the potential impact on the transaction related to the
resignation of Chardan
       from its previous engagement as Redwood   s merger and acquisition
advisor and capital
       markets advisor. We note that Chardan was an underwriter for the IPO of
the SPAC and
FirstName LastNameJiande Chen
       will continue to serve as a merger and acquisition and capital markets
advisor to ANEW.
Comapany    NameRedwoods
       If Chardan  would haveAcquisition  Corp.
                                played a role in the closing, please disclose
and identify whether
       any  new party will
November 17, 2023 Page 3   be filling Chardan's  role in connection with the
business combination.
FirstName LastName
 Jiande Chen
FirstName
Redwoods LastNameJiande
          Acquisition Corp.Chen
Comapany 17,
November  NameRedwoods
              2023         Acquisition Corp.
November
Page 4    17, 2023 Page 4
FirstName LastName
       Please contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Tim Buchmiller at 202-551-3635 with
any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Life
Sciences
cc:      Giovanni Caruso, Esq.