Item 4.01 Changes in Registrant’s Certifying Accountant.
a) Dismissal of Independent
Registered Public Accounting Firm.
Based
on information provided by Friedman LLP (“Friedman”), the independent registered public accounting firm of Redwoods
Acquisition Corp. (the “Company”), effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”)
and continued to operate as an independent registered public accounting firm. Friedman continued to serve as the Company’s
independent registered public accounting firm through October 11, 2022. On October 11, 2022, the Audit Committee of the Board of Directors
of the Company dismissed Friedman and engaged Marcum to serve as the independent registered public accounting firm of the Company
for the year ending December 31, 2022, effective immediately. The services previously provided by Friedman will now be provided by Marcum.
Friedman’s
report on the Company’s financial statements (the “Audit Report”) for the period from January 1, 2022 to January
10, 2022 and March 16, 2021 (inception) through December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting principles, except that the Audit Report contained an uncertainty
about the Company’s ability to continue as a going concern.
During
the fiscal year ended December 31, 2021, and the subsequent interim period through October 11, 2022, there were no disagreements with
Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter
of the disagreements in connection with its reports on the Company’s financial statements for such years. Also during this time,
there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Friedman with a copy of the above disclosures and requested that Friedman furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Friedman’s
letter dated October 11, 2022 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of
New Independent Registered Public Accounting Firm.
On
October 11, 2022, the Company engaged Marcum as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2022, effective immediately. During the fiscal year ended December 31, 2021 and through October 11, 2022, neither
the Company nor anyone on its behalf consulted with Marcum regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that
was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable
event,” as defined in Item 304(a)(1)(v) of Regulation S-K.