UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed by a party other than the Registrant
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
Redwoods Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
REDWOODS ACQUISITION CORP.
1115 Broadway, 12th Floor
New York, NY 10010
NOTICE OF SPECIAL MEETING
TO BE HELD ON [●], 2023
TO THE STOCKHOLDERS OF REDWOODS ACQUISITION CORP.:
You are cordially invited to attend the special
meeting (the “special meeting”) of stockholders of Redwoods Acquisition Corp. (the “Company,”
“we,” “us” or “our”), to be held at [●], on
[●], 2023. The special meeting will be held virtually, at [●]. At the special meeting, the stockholders will consider and
vote upon the following proposals:
| 1. | To amend (the “Extension Amendment”)
the Company’s Amended and Restated Certificate of Incorporation (our “Charter”) to allow the Company
to extend the date by which the Company must consummate a business combination up to twelve (12) times for an additional one month each
time (the “Extension”) from December 4, 2023 (the date that is 20 months from the closing date of the Company’s
initial public offering (the “IPO”)) (the “Amended Date”) to December 4, 2024 (the
date that is 32 months from the closing date of the IPO) (the “Extended Date”) (the “Extension
Amendment Proposal”). |
| 2. | To amend (the “Trust Amendment”)
the Investment Management Trust Agreement, dated March 30, 2022 (as amended by Amendment No.1 thereto, the “Trust Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow
the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the
IPO (the “Trust Account”) if the Company has not completed its initial business combination, from the Amended
Date (the date that is 20 months from the closing date of the IPO) by up to twelve (12) times for an additional one month each time from
the Amended Date to the Extended Date by depositing $60,000 per month for each monthly Extension (the “Trust Amendment Proposal”). |
| 3. | A proposal to approve the adjournment of the special meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes
to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate
the Extension (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special
meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal. |
Each of the Extension Amendment Proposal, the
Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. The special meeting
will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [●].
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination (the “Combination Period”) on
a monthly basis until December 4, 2023 (for a total of 20 months to complete a business combination) by depositing $90,000 for each
monthly extension. Given current market conditions, the Sponsor would like to further extend the Combination Period and pay extension
fees that are less than the $90,000 required for each monthly extension under the existing charter. The Company expects that there will
be significant redemptions at the special meeting.
The Extension Amendment and the Trust Amendment
will provide the Company with additional time to complete a business combination. On May 30, 2023, the Company entered into a business
combination agreement by and among the Company, ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL,
INC., a Wyoming corporation (“ANEW”). While we are currently in the process of completing the proposed business combination
with ANEW, the Company’s board of directors (the “Board”) currently believes that there will not be sufficient
time before December 4, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete
an initial business combination. Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an
initial business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date
by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity
to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting
to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event
that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that
additional time is necessary to effectuate the Extension. Each of the Company, Redwoods Capital LLC or any of their respective affiliates
(the “Contributors”) have agreed that if the Extension Amendment Proposal and the Trust Amendment Proposal are
approved, they will contribute to the trust account $60,000 per month for each monthly Extension (or approximately $0.01 per share assuming
no redemptions) paid on a month-to-month and as-needed basis (each being referred to herein as a “Contribution”),
upon five days’ advance notice prior to the applicable deadline, to extend the Combination Period for an additional one (1) month
period each time up to twelve (12) times until December 4, 2024. Each Contribution will be deposited in the trust account within two business
days prior to the beginning of the additional extension period (or portion thereof). If the Company extends the time to complete a business
combination to December 4, 2024, the Contributors would make aggregate Contributions in the amount of $720,000, or approximately $0.01
per share assuming no redemptions.
The Contributors will not make any Contribution
unless the Extension Amendment Proposal and the Trust Amendment Proposal are both approved and the Combination Period is extended. The
Contribution(s) will not bear any interest. The Contributions will be lost if the Company is unable to consummate an initial business
combination except to the extent of any funds held outside of the trust account. The Company will have the sole discretion whether to
continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue
extending for an additional period, any obligation to make additional Contributions will terminate. If this occurs, or if the Board otherwise
determines that the Company will not be able to consummate an initial business combination by the Extended Date and does not wish to seek
an additional Extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance
with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal
are not approved.
The affirmative vote of at least a majority of
the Company’s outstanding common stock, par value $0.0001 per share, held by the Company’s public stockholders (the “public
shares”), and the outstanding common stock, par value $0.0001 per share, held by the Company’s initial stockholders
(the “founder shares” and, together with the public shares, the “common stock”), will
be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Approval of the Extension Amendment Proposal
and the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the
special meeting.
Our Board has fixed the close of business on [●],
2023 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting
and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes
counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting
will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders
during ordinary business hours for any purpose germane to the special meeting.
In connection with the Extension Amendment Proposal,
holders of public shares (“public stockholders”) may elect to redeem their public shares for a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including
interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number
of then outstanding public shares (the “Election”), regardless of whether such public stockholders vote on the
Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are
approved by the requisite vote of stockholders, holders of public shares that do not make the Election will retain the opportunity to
have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth
in our charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their public shares
redeemed for cash if the Company has not completed a business combination by the Extended Date.
The Company estimates that the per share price
at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at the time of the special
meeting (based on the trust account balance as of [●], 2023, including interest and prior to the payment of taxes). The closing
price of the Company’s common stock on The Nasdaq Capital Market on [●], 2023, was $[●]. Accordingly, if the market
price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder
receiving approximately $[●] more per share than if such stockholder sold the public shares in the open market. The Company cannot
assure public stockholders that they will be able to sell their public shares in the open market, even if the market price per share is
higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish
to sell their shares.
The Adjournment Proposal, if adopted, will allow
our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies.
The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If the Extension Amendment Proposal or the Trust
Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, including the warrants included in the units sold in the IPO (the “public
warrants”), which will expire worthless in the event the Company winds up.
You are not being asked to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension,
you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder
on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion
of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
After careful consideration of all relevant
factors, our Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment
Proposal are advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, the
Trust Amendment Proposal and, if presented, the Adjournment Proposal.
Enclosed is the proxy statement containing detailed
information concerning the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal and the special meeting.
Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully and vote your shares.
[●], 2023 By Order of the Board of Directors, |
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/s/ Jiande Chen |
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Jiande Chen |
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Chief Executive Officer, President and Chairman of the Board |
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Your vote is important. If you are a stockholder
of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special
meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting. If your shares are held in
an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually
at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how
to vote will have the same effect as voting against the Extension Amendment Proposal and the Trust Amendment Proposal, and an abstention
will have the same effect as voting against the Extension Amendment Proposal and the Trust Amendment Proposal. Abstentions will be counted
in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment
Proposal.
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Stockholders to be held on [●], 2023: This notice of meeting and the accompanying
proxy statement are available at [●].
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1)
IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING
YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME
ON [●], 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE
REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED,
AND (3) DELIVER YOUR SHARES OF COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S
DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO
WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
PROXY STATEMENT — DATED [●],
2023
REDWOODS ACQUISITION CORP.
1115 Broadway, 12th Floor
New York, NY 10010
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2023
The special meeting of stockholders (the “special
meeting”) of Redwoods Acquisition Corp., a Delaware corporation (the “Company,” “we,”
“us” or “our”), will be held at [●], on [●], 2023. The special meeting
will be held virtually, at [●]. At the special meeting, the stockholders will consider and vote upon the following proposals:
| 1. | To amend (the “Extension Amendment”)
the Company’s Amended and Restated Certificate of Incorporation (our “Charter”) to allow the Company
to extend the date by which the Company must consummate a business combination up to twelve (12) times for an additional one month each
time (the “Extension”) from December 4, 2023 (the date that is 20 months from the closing date of the
Company’s initial public offering (the “IPO”)) (the “Amended Date”) to December
4, 2024 (the date that is 32 months from the closing date of the IPO) (the “Extended Date”) (the “Extension
Amendment Proposal”). |
| 2. | To amend (the “Trust Amendment”)
the Investment Management Trust Agreement, dated March 30, 2022 (as amended by Amendment No.1 thereto, the “Trust Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow
the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the
IPO (the “Trust Account”) if the Company has not completed its initial business combination, from the Amended
Date (the date that is 20 months from the closing date of the IPO) by up to twelve (12) times for an additional one month each time from
the Amended Date to the Extended Date by depositing $60,000 per month for each monthly Extension (the “Trust Amendment Proposal”). |
| 3. | A proposal to approve the adjournment of the special meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes
to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate
the Extension (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the special
meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal. |
The purpose of the Extension Amendment Proposal,
the Trust Amendment Proposal, and, if necessary the Adjournment Proposal, is more fully described herein. The special meeting will be
a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [●]. Please see “Questions
and Answers about the Special Meeting — How do I attend the special meeting?” for more information.
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination (the “Combination Period”) on
a monthly basis until December 4, 2023 (for a total of 20 months to complete a business combination) by depositing $90,000 for each monthly
extension. Given current market conditions, the Sponsor (as defined below) would like to further extend the Combination Period and pay
extension fees that are less than the $90,000 required for each monthly extension under the existing charter. The Company expects that
there will be significant redemptions at the special meeting.
The Extension Amendment and the Trust Amendment
will provide the Company with additional time to complete a business combination. On May 30, 2023, the Company entered into a business
combination agreement by and among the Company, ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL,
INC., a Wyoming corporation (“ANEW”). While we are currently in the process of completing the proposed business combination
with ANEW , the Company’s board of directors (the “Board”) currently believes that there will not be sufficient
time before December 4, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete
an initial business combination. Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an
initial business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date
by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity
to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting
to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event
that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that
additional time is necessary to effectuate the Extension.
Each of the Company, the Sponsor or any of their
respective affiliates (the “Contributors”) have agreed that if the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, they will contribute to the trust account $60,000 per month for each monthly Extension (or approximately
$ 0.01 per share assuming no redemptions), paid on a month-to-month and as-needed basis (each being referred to herein as a “Contribution”),
upon five days’ advance notice prior to the applicable deadlines, to extend the Combination Period for an additional one (1) month
period each time, up to twelve (12) times, until December 4, 2024. Each Contribution will be deposited in the trust account within two
business days prior to the beginning of the additional extension period (or portion thereof). If the Company extends the time to complete
a business combination to December 4, 2024, the Contributors would make aggregate Contributions in the amount of $720,000, or approximately
$0.01 per share assuming no redemptions.
The Contributors will not make any Contribution
unless the Extension Amendment Proposal and the Trust Amendment Proposal are both approved and the Combination Period is extended. The
Contribution(s) will not bear any interest. The Contributions will be lost if the Company is unable to consummate an initial business
combination except to the extent of any funds held outside of the trust account. The Company will have the sole discretion whether to
continue extending the time to complete a business combination until the Extended Date, and if the Company determines not to continue
extending for an additional period, any obligation to make additional Contributions will terminate. If this occurs, or if the Company’s
Board otherwise determines that the Company will not be able to consummate an initial business combination by the Extended Date and does
not wish to seek an additional Extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public
shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust
Amendment Proposal are not approved.
The affirmative vote of at least a majority of
the Company’s outstanding common stock, par value $0.0001 per share, held by the Company’s public stockholders (the “public
shares”), and the outstanding common stock, par value $0.0001 per share, held by the Company’s initial stockholders
(the “founder shares” and, together with the public shares, the “common stock”), will
be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Approval of the Extension Amendment Proposal
and the Trust Amendment Proposal is a condition to the implementation of the Extension.
Approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the
special meeting.
Our Board has fixed the close of business on [●],
2023 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting
and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes
counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting
will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders
during ordinary business hours for any purpose germane to the special meeting.
In connection with the Extension Amendment Proposal,
holders of public shares (“public stockholders”) may elect to redeem their public shares for a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with the
IPO (the “trust account”) as of two business days prior to such approval, including interest earned on
the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares (the “Election”), regardless of whether such public stockholders vote on the Extension Amendment
Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite
vote of stockholders, the holders of public shares that do not make the Election will retain the opportunity to have their public shares
redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended.
In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company
has not completed a business combination by the Extended Date.
The withdrawal of funds from the trust account
in connection with the Election will reduce the amount held in the trust account following the Election, and the amount remaining in the
trust account after such withdrawal may be only a fraction of the $[●] (including interest and prior to the payment of taxes) that
was in the trust account as of [●], 2023. In such event, the Company may still seek to obtain additional funds to complete a business
combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. The Company
will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees
or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including without limitation
any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company.
The Company estimates that the per share price
at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at the time of the special
meeting (based on the trust account balance as of [●], 2023, including interest and prior to the payment of taxes). The closing
price of the Company’s common stock on The Nasdaq Capital Market (the “NASDAQ”) on [●], 2023, was
$[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights
would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public shares
in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market,
even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when such stockholders wish to sell their shares.
The Adjournment Proposal, if adopted, will allow
our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies.
The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If the Extension Amendment Proposal or the Trust
Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.
Redwoods Capital LLC, a Delaware limited liability
company (the “Sponsor”), has agreed that it will be liable to the Company if and to the extent any claims by
a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to
the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount
of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of
the interest which may be withdrawn to pay the Company’s taxes, except as to any claims by a third party who executed a waiver of
any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However, we have
not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient
funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore,
we cannot assure that the Sponsor would be able to satisfy those obligations.
Under the Delaware General Corporation Law (the
“DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of
distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of
the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which
any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Company will not be complying
with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to
the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought
against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check company,
rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the
only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount
(the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per share
price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including
interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number
of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal
Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination
on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights
and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment
Proposal are approved.
Our Board has fixed the close of business on [●],
2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the special meeting. Only record holders
of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special
meeting. On the record date, there were [●] outstanding shares of common stock entitled to vote on the Extension Amendment Proposal
and the Trust Amendment Proposal. The Company’s warrants do not have voting rights in connection with the Extension Amendment Proposal,
the Trust Amendment Proposal or, if presented, the Adjournment Proposal.
This proxy statement contains important information
about the special meeting and the proposals to be voted on at the special meeting. Please read it carefully and vote your shares.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This proxy statement contains statements that
are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s
financial position, business strategy and the plans and objectives of management for future operations, including as they relate to a
business combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.
They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements.
Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy
statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “strive,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the
Company discusses its strategies or plans, including as they relate to a business combination, it is making projections, forecasts or
forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available
to, the Company’s management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including,
without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing
risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors”
of the Company’s IPO prospectus , in this proxy statement and in other subsequent, periodic reports the Company files with the SEC. Many
of the risks and factors that will determine these results and stockholders’ value are beyond the Company’s ability to control
or predict.
All such forward-looking statements speak only
as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking
statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking
Statements” section.
RISK FACTORS
You should consider carefully all of the risks
described in our IPO prospectus, and in the other subsequent, periodic reports we file with the SEC before making a decision to invest
in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially
adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment. The risks and uncertainties described in our IPO prospectus and below are not the only ones we face. Additional
risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that
adversely affect our business, financial condition and operating results or result in our liquidation.
If we were deemed to be an investment company
for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced
to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result,
on or shortly prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering,
we will liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank
demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government
securities or money market funds.
There is currently uncertainty concerning the
applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”), including companies
that do not enter into a definitive agreement within 18 months after the effective date of the registration statement relating to
their initial public offerings or that that do not complete an initial business combination within 24 months after such date. We
may not be able to complete the proposed business combination with ANEW or any other initial business combination within 24 months
of such date and, as a result, we may in the future be subject to a claim that we have been operating as an unregistered investment company.
If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts
to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would
not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value
of our stock and warrants following such a transaction, and our warrants would expire worthless.
We may not be able to complete an initial
business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations
and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.
The Sponsor is controlled by and it has substantial
ties with non-U.S. persons. As a result, the Company may be considered a “foreign person” under the regulations administered
by CFIUS. If our initial business combination with a U.S. business is subject to CFIUS review, the scope of which
was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive,
non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business,
FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.
If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that
we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business
combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may
decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such
initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance,
which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would
otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial
business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies
which do not have similar foreign ownership issues.
Moreover, the process of government review, whether
by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot
complete our initial business combination by December 4, 2023 (or up to the Extended Date if the Extension Amendment Proposal is approved)
because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or
another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount
per share that will be determined by when we liquidate and whether the Extension Amendment Proposal has been approved, and our warrants
will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future
gains on your investment through any price appreciation in the combined company.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire
document, including the annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card
are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments
thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered
at the special meeting.
The Company is a blank check company incorporated
as a Delaware corporation on March 16, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one or more businesses. On April 4, 2022, the Company consummated
the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating
gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor and Chardan Capital Markets
LLC (“Chardan”), in a private placement, 377,500 units and 100,000 units, respectively,
at $10.00 per unit (the “Private Units”), generating total gross proceeds of $4,775,000, which is described
in Note 5.
The Company granted the underwriters a 45-day
option to purchase up to 1,500,000 additional Public Units to cover over-allotments, if any. On April 7, 2022, the
underwriters exercised the over-allotment option in full and purchased 1,500,000 Public Units at a price of $10.00 per
Public Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated
the sale of an additional aggregate of 52,500 Private Units with the Sponsor and Chardan at a price of $10.00 per
Private Unit, generating total proceeds of $525,000.
Following the closing of the IPO on April 4,
2022, an amount of $116,150,000 ($10.10 per unit) from the net proceeds of the sale of the units in the IPO and the sale of the Private
Units was placed in the trust account. The trust account was invested in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations,
until the earliest of: (a) the completion of the Company’s initial business combination, (b) the redemption of any public
shares properly submitted in connection with a stockholder vote to amend the Company’s charter (i) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100%
of our public shares if the Company does not complete its initial business combination within 12 months (or up to 18 months
if the Combination Period is extended in accordance with the existing charter) from the closing of the IPO or (ii) with respect to
any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of
the Company’s public shares if the Company is unable to complete the initial business combination within the Combination Period
(as defined below).
On March 31, 2023, the Company held a special
meeting of the stockholders at which the stockholders approved a proposal to amend its Amended and Restated Certificate of Incorporation
(the “First Charter Amendment”) to allow the Company to extend the date by which the Company must consummate a business combination
from April 4, 2023 (the date that is 12 months from the closing date of the Company’s IPO) to July 4, 2023 (the date that is 15
months from the closing date of the Company’s IPO) and on a monthly basis up to five times from July 4, 2023 to December 4, 2023
(the date that is 20 months from the closing date of the IPO) by (i) depositing $270,000 into the Company’s trust account for the
three month extension from April 4, 2023 to July 4, 2023 (the “Initial Extension”) and (ii) depositing $90,000
for each monthly extension from July 4, 2023 to December 4, 2023. In addition, the stockholders elected to redeem an aggregate of 6,103,350
shares, or 53.1%, of the Company’s common stock in connection with the First Charter Amendment. As a result, an aggregate of $63,169,451
(or approximately $10.35 per share) was removed from the Company’s trust account to pay such stockholders and 5,396,650 shares of
the Company’s common stock were issued and outstanding following such redemption. The Company made a cash contribution of $270,000
to the trust account for the Initial Extension and subsequently deposited $90,000 per month into the trust account on two occasions to
further extend the business combination period from July 4, 2023 to November 4, 2023. As of [●], 2023, the record date for the special
meeting, there was approximately $[●] held in the trust account.
Our Board has determined that it is in the best
interests of the Company to amend the Company’s charter to provide the Company the ability to extend the date to consummate a business
combination from December 4, 2023 on a monthly basis up to twelve times until December 4, 2024 in order to allow the Company more
time to complete a business combination. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders
to vote upon.
What is being voted on?
You are being asked to vote on each of the Extension
Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The proposals are listed below:
| 1. | Extension Amendment Proposal: To
amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our
“Charter”) to allow the Company to extend the date by which the Company must consummate a business combination
up to twelve (12) times for an additional one month each time (the “Extension”) from December 4, 2023 (the
date that is 20 months from the closing date of the Company’s initial public offering (the “IPO”)) (the
“Amended Date”) to December 4, 2024 (the date that is 32 months from the closing date of the IPO) (the “Extended
Date”). |
| 2. | Trust Amendment Proposal: To
amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated March 30, 2022 (as amended by
Amendment No.1 thereto, the “Trust Agreement”), by and between the Company and Continental Stock Transfer &
Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate
the trust account established by the Company in connection with the IPO (the “Trust Account”) if the Company
has not completed its initial business combination, from the Amended Date (the date that is 20 months from the closing date of the IPO)
by up to twelve (12) times for an additional one month each time from the Amended Date to the Extended Date by depositing $60,000 per
month for each monthly Extension. |
| 3. | Adjournment Proposal: A proposal
to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or
if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the
special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal. |
What are the purposes of the Extension Amendment and the Trust
Amendment?
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination (the “Combination Period”) on
a monthly basis until December 4, 2023 (for a total of 20 months to complete a business combination). Given current market conditions,
the Sponsor would like to further extend the Combination Period and pay extension fees that are less than the $90,000 required for each
monthly extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting.
The Extension Amendment and the Trust Amendment
will provide the Company with additional time to complete a business combination. On May 30, 2023, the Company entered into a business
combination agreement by and among the Company, ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL,
INC., a Wyoming corporation (“ANEW”). While we are currently in the process of completing the proposed business combination
with ANEW the Board currently believes that there will not be sufficient time before December 4, 2023 (unless the Combination Period is
extended in accordance with the terms of the existing charter) to complete an initial business combination. Accordingly, our Board believes
that the Extension is necessary in order to be able to consummate an initial business combination. Therefore, our Board has determined
that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to
the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment.
The purpose of the Adjournment Proposal is to
allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit
further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and
the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
Approval of the Extension Amendment Proposal and
the Trust Amendment Proposal is a condition to the implementation of the Extension.
If the Extension is implemented, such approval
will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public
shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in
connection with consummating a business combination on or before the Extended Date.
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection
with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that
will remain in the trust account after such withdrawal if the Extension Amendment Proposal and the Trust Amendment Proposal are approved
and the amount remaining in the trust account may be only a fraction of the $[●] (including interest and prior to the payment of
taxes) that was in the trust account as of [●], 2023. In such event, the Company may still seek to obtain additional funds to complete
a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
The Company will not use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including
without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks
by the Company.
If the Extension Amendment Proposal or the Trust
Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination
within the Combination Period.
The Adjournment Proposal will be presented at
the special meeting only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal
or if we determine that additional time is necessary to effectuate the Extension.
Why is the Company proposing the Extension Amendment Proposal,
the Trust Amendment Proposal and the Adjournment Proposal?
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination (the “Combination Period”) on
a monthly basis until December 4, 2023 (for a total of 20 months to complete a business combination). Given current market conditions,
the Sponsor would like to further extend the Combination Period and pay extension fees that are less than the $90,000 required for each
monthly extension under the existing charter. The Company expects that there will be significant redemptions at the special meeting.
The Extension Amendment and the Trust Amendment
will provide the Company with additional time to complete a business combination. On May 30, 2023, the Company entered into a business
combination agreement by and among the Company, ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL,
INC., a Wyoming corporation (“ANEW”). While we are currently in the process of completing the proposed business combination
with ANEW, the Company’s board of directors (the “Board”) currently believes that there will not be sufficient
time before December 4, 2023 (unless the Combination Period is extended in accordance with the terms of the existing charter) to complete
an initial business combination. Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an
initial business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date
by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity
to participate in the prospective investment. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting
to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event
that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or if we determine that
additional time is necessary to effectuate the Extension. Accordingly, our Board is proposing the Extension Amendment Proposal, the Trust
Amendment Proposal and, if necessary, the Adjournment Proposal to extend the Company’s corporate existence until the Extended Date.
You are not being asked to vote on any proposed
business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares now, you will retain
the right to vote on any proposed business combination when and if one is submitted to the public stockholders (provided that you are
a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro
rata portion of the trust account in the event a proposed business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
Why should I vote for the Extension Amendment Proposal and
the Trust Amendment Proposal?
Our Board believes stockholders will benefit from
the Company consummating a business combination and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to
extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the Company
the opportunity to complete a business combination, which our Board believes in the best interests of the stockholders.
Our charter provides that if our stockholders
approve an amendment to our charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the
Company’s public shares if the Company does not complete a business combination within the Combination Period, the Company will
provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at
a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior
to such approval, including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes,
divided by the number of then outstanding public shares. This charter provision was included to protect the Company’s stockholders
from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination
in the timeframe contemplated by the charter. The Company also believes, however, that given the Company’s expenditure of time,
effort and money on pursuing a business combination, including the fact that we are in active discussions regarding a business combination,
circumstances warrant providing those who believe they might find a business combination to be an attractive investment with an opportunity
to consider such transaction.
The Trust Agreement provides that if a business
combination has not been consummated, upon the date which is 20 months after the closing of the IPO, the trust account is to be liquidated
and its proceeds are to be distributed to the Company’s public stockholders of record as of such date, including interest earned
on the funds held in the trust account and not previously released to the Company to pay its taxes. The purpose of the Trust Amendment
is to amend the Trust Agreement to extend the liquidation date of the trust account from December 4, 2023 on a monthly basis, by up to
twelve times until December 4, 2024 to match the Company’s charter if the Extension Amendment is approved and to provide for monthly
extension fees of $60,000 to be deposited into the Trust Account for the benefit of the public stockholders.
Our Board recommends that you vote in favor of
the Extension Amendment Proposal and the Trust Amendment Proposal but expresses no opinion as to whether you should redeem your public
shares.
Why should I vote for the Adjournment
Proposal?
If the Adjournment Proposal is presented and not
approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Our Board recommends that you vote in favor of
the Adjournment Proposal.
When would the Board abandon the Extension
Amendment Proposal and the Trust Amendment Proposal?
Our Board will abandon the Extension Amendment
and the Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and the Trust Amendment Proposal. In addition,
notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement
the Extension Amendment at any time without any further action by our stockholders.
How do the Company insiders intend to vote their shares?
The Company’s initial stockholders (the
“initial stockholders”) and their respective affiliates are expected to vote any common stock over which they
have voting control (including any public shares owned by them) in favor of all proposals.
The initial stockholders are not entitled to redeem
the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled
to vote 2,875,000 founder shares, which represents 32.7% of the Company’s issued and outstanding common stock, and 530,000 shares
of common stock underlying the Private Units (including the Private Units held by Chardan).
In addition, the Company’s initial stockholders
or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market
prior to or following the special meeting, although they are under no obligation to do so. There is no limit on the number of shares our
initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with
applicable law and NASDAQ rules. The purpose of such share purchases and other transactions would be to increase the likelihood that the
proposals to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares
that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise
have voted against the Extension Amendment Proposal and Trust Amendment Proposal and elected to redeem their shares for a portion of the
trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment
Proposal and Trust Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases
when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Does the Board recommend voting for the
approval of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal?
Yes. After careful consideration of the terms
and conditions of the proposals, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if
presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board unanimously recommends that
stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment
Proposal.
What vote is required to adopt the Extension
Amendment Proposal and the Trust Amendment Proposal?
Approval of the Extension Amendment Proposal and
the Trust Amendment Proposal will require the affirmative vote of holders of at least a majority of the Company’s outstanding shares
of common stock, including those shares held as a constituent part of our units, on the record date.
If the Extension Amendment Proposal and Trust
Amendment Proposal are approved, any holder of public shares may redeem all or a portion of their public shares at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval,
including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the
number of then outstanding public shares.
What vote is required to adopt the Adjournment
Proposal?
If presented, the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the
special meeting.
What happens if I sell my public shares
or units before the special meeting?
The [●], 2023 record date is earlier than
the date of the special meeting. If you transfer your public shares, including those shares held as a constituent part of our units, after
the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain
your right to vote at the special meeting. If you transfer your public shares prior to the record date, you will have no right to vote
those shares at the special meeting. If you acquired your public shares after the record date, you will still have an opportunity to redeem
them if you so decide.
What if I don’t want to vote
for the Extension Amendment Proposal and/or the Trust Amendment Proposal?
If you do not want the Extension Amendment Proposal
or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. If the Extension Amendment Proposal
and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the
trust account and paid to the redeeming holders.
What if I don’t want to vote
for the Adjournment Proposal?
If you do not want the Adjournment Proposal to
be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum
is established but will have no effect on the outcome of the vote on the Adjournment Proposal.
Will you seek any further extensions to
liquidate the trust account?
Other than the extension until the Extended Date
as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate its initial
business combination, although it may determine to do so in the future.
What happens if the Extension Amendment
Proposal or the Trust Amendment Proposal is not approved?
If the Extension Amendment Proposal or the Trust
Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination
within the Combination Period.
If the Extension Amendment Proposal and
the Trust Amendment Proposal are approved, what happens next?
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, the Company will continue to attempt to consummate an initial business combination until the Extended
Date.
If the Extension Amendment Proposal is approved,
the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A
hereto. The Company will remain a reporting company under the Exchange Act, and its units, public shares, and public warrants will
remain publicly traded. The Company will also execute an amendment to the Trust Agreement in the form of Annex B hereto.
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, the Contributors have agreed they will contribute $60,000 per month for each monthly Extension, paid
on a month-to-month and as-needed basis, upon five days’ advance notice prior to the applicable deadlines, to extend the Combination
Period from December 4, 2023 to, on a monthly basis, up to twelve times, to December 4, 2024. Each Contribution will be deposited
in the trust account within two business days prior to the beginning of the additional extension period (or portion thereof). If
the Company extends the time to complete a business combination to December 4, 2024, the Contributors would make aggregate Contributions
in the amount of $720,000.
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust
account and increase the percentage interest of the Company’s common stock held by our initial stockholders through the founder
shares.
If I do not redeem my shares now, would I
still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?
Yes. If you do not redeem your shares in connection
with the Extension Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination,
you will be able to vote on the business combination when it is submitted to stockholders. You will also retain your right to redeem your
public shares upon consummation of a business combination, subject to any limitations set forth in the charter, as amended.
When and where is the special meeting?
The special meeting will be held at [●],
on [●], 2023, in virtual format. The Company’s stockholders may attend, vote and examine the list of stockholders entitled
to vote at the special meeting by visiting [●] and entering the control number found on their proxy card, voting instruction form
or notice included in their proxy materials. You may also attend the special meeting telephonically by dialing +1 800-450-7155 (toll-free
within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply).
The pin number for telephone access is [●]#, but please note that you will not be able to vote or ask questions if you choose to
participate telephonically. The special meeting will be held in virtual meeting format only. You will not be able to attend the special
meeting physically.
How do I attend the virtual special
meeting, and will I be able to ask questions?
If you are a registered stockholder, you received
a proxy card from the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”).
The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number.
You will need your control number for access. If you do not have your control number, contact the transfer agent at the phone number or
e-mail address below. The transfer agent support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting
starting [●], 2023 at [●] (five days prior to the date of the special meeting). Enter the following URL address into
your browser: [●], enter your control number, name and email address. Once you pre-register you can vote or enter questions in the
chat box. At the start of the special meeting you will need to re-log in using your control number and will also be prompted to enter
your control number if you vote during the special meeting.
Beneficial holders, who own their investments
through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the special meeting
you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue
you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to
receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the special
meeting for processing your control number.
If you do not have internet capabilities, you
can listen only to the special meeting by dialing +1 800-450-7155, within the U.S. and Canada, or +1 857-999-9155 (standard
rates apply) outside the U.S. and Canada; when prompted enter the pin number [●]#. This is listen only, you will not be able
to vote or enter questions during the special meeting.
How do I vote?
If you are a holder of record of Company common
stock, including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting
a proxy for the special meeting. Whether or not you plan to attend the special meeting virtually, the Company urges you to vote by proxy
to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the
accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted
by proxy.
If your shares of Company common stock, including
those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right
to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However,
since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain
a valid proxy from your broker or other agent.
How do I change my vote?
If you have submitted a proxy to vote your shares
and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or
by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your
proxy by sending a notice of revocation to the Company at 1115 Broadway, 12th Floor, New York, NY 10010, Attn: Corporate
Secretary.
How are votes counted?
Votes will be counted by the inspector of election
appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker
non-votes. Because approval of the Extension Amendment Proposal and the Trust Amendment Proposal requires the affirmative vote of the
stockholders holding at least a majority of the public shares and founder shares outstanding on the record date, abstentions and broker
non-votes will have the same effect as votes against the Extension Amendment Proposal and the Trust Amendment Proposal.
Approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy. Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of
the Adjournment Proposal.
If my shares are held in “street name,”
will my broker automatically vote them for me?
No. Under the rules governing banks and brokers
who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters,
but not on non-routine matters. It is expected that all proposals to be voted on at the special meeting will be treated as “non-routine”
matters and therefore, we do not expect there to be any broker non-votes at the special meeting.
Your bank, broker, or other nominee can vote your
shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions
you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you
may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding
how to instruct your broker to vote your shares.
What is a quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a
constituent part of our units, are represented virtually or by proxy at the special meeting.
Your shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting.
Because all of the proposals to be voted on at the special meeting are expected to be treated as “non-routine” matters, banks,
brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker
non-votes at the special meeting. If there is no quorum, the presiding officer of the special meeting may adjourn the special meeting
to another date.
Who can vote at the special meeting?
Only holders of record of the Company’s
common stock, including those shares held as a constituent part of our units, at the close of business on [●], 2023, are entitled
to have their vote counted at the special meeting and any adjournments or postponements thereof. As of the record date, there were [●]
outstanding shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in
Your Name. If on the record date your shares or units were registered directly in your name with the
Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually,
the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the
Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held
in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have
the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting
virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless
you request and obtain a valid proxy from your broker or other agent.
What interests do the Company’s directors
and executive officers have in the approval of the Extension Amendment Proposal?
The Company’s directors and executive officers
have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These
interests include ownership by them or their affiliates of founder shares and the Private Units, loans by them that will not be repaid
in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension
Amendment — Interests of the Company’s Directors and Officers.”
What if I object to the Extension Amendment
Proposal, the Trust Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?
Stockholders do not have appraisal rights in connection
with either the Extension Amendment Proposal, the Trust Amendment Proposal or, if presented, the Adjournment Proposal under the DGCL.
What happens to the Company’s warrants
if the Extension Amendment Proposal and Trust Amendment Proposal are not approved?
If the Extension Amendment Proposal and the Trust
Amendment Proposal are not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to
our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There will be no distribution
from the trust account with respect to our warrants, which will expire worthless in the event the Company winds up.
What happens to the Company warrants if
the Extension Amendment Proposal and Trust Amendment Proposal are approved?
If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, the Company will continue its efforts to consummate a business combination until the Extended Date and
will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with
their terms.
How do I redeem my public shares?
If the Extension is implemented, each public stockholder
may seek to redeem all or a portion of his or her public shares at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account as of two business days prior to the approval of the Extension, including interest earned on the
funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding public
shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a business combination,
or if the Company has not consummated a business combination by the Extended Date.
Pursuant to our charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension Amendment
Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares
through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior to [●], on [●], 2023 (two business
days prior to the scheduled vote at the special meeting), (a) submit a written request, including the name, phone number, and address
of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the
Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York,
New York 10004, Attn: Mark Zimkind, that the Company redeem your public shares for cash and (b) deliver your public shares
to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”). |
Holders of units must elect to separate the underlying
public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units
in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly
and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they
vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.
If you hold your shares through a bank or broker,
you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your
shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to [●] on [●], 2023
(two business days before the scheduled vote at the special meeting). You will only be entitled to receive cash in connection with
a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and Election.
Through DTC’s DWAC (Deposit/Withdrawal at
Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system.
Delivering shares physically may take significantly
longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s
transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain
a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver
their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the
deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance
with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account. In
the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem
its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior
to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically
or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public
stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates
representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal
will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or
returned to such stockholders.
If I am a unit holder, can I exercise
redemption rights with respect to my units?
No. Holders of outstanding units must separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If you hold units registered in your own name,
you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written
instructions to separate such units into public shares, and public warrants. This must be completed far enough in advance to permit the
mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public
shares from the units. See “How do I redeem my public shares?” above.
What should I do if I receive more than one set of
voting materials?
You may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name
or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate
voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and
voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock.
Who is paying for this proxy solicitation?
The Company will pay for the entire cost of soliciting
proxies. The Company has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies
for the special meeting. The Company has agreed to pay Morrow Sodali its customary fee. The Company will also reimburse Morrow Sodali
for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive officers
may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation
for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners.
Where do I find the voting results
of the special meeting?
We will announce preliminary voting results at
the special meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current
Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meeting.
Who can help answer my questions?
If you have questions about the proposals or if
you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10010
Attn: Corporate Secretary
You may also contact the Company’s proxy
solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: RWOD.info@investor.morrowsodali.com
You may also obtain additional information about
the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More
Information.”
THE SPECIAL MEETING
Date, Time, Place and Purpose of the Special Meeting
The special meeting will be held at [●],
on [●], 2023. The special meeting will be held virtually, at [●]. At the special meeting, the stockholders will consider and
vote upon the following proposals.
| 1. | Extension Amendment Proposal: To
amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our
“Charter”) to allow the Company to extend the date by which the Company must consummate a business combination
up to twelve (12) times for an additional one month each time (the “Extension”) from December 4, 2023 (the
date that is 20 months from the closing date of the Company’s initial public offering (the “IPO”)) (the
“Amended Date”) to December 4, 2024 (the date that is 32 months from the closing date of the IPO) (the “Extended
Date”). |
| 2. | Trust Amendment Proposal: To
amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated March 30, 2022 (as amended by
Amendment No.1 thereto, the “Trust Agreement”), by and between the Company and Continental Stock Transfer &
Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate
the trust account established by the Company in connection with the IPO (the “Trust Account”) if the Company
has not completed its initial business combination, from the Amended Date (the date that is 20 months from the closing date of the IPO)
by up to twelve (12) times for an additional one month each time from the Amended Date to the Extended Date by depositing $60,000 per
month for each monthly Extension. |
| 3. | Adjournment Proposal: A proposal
to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal or
if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the
special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal. |
Voting Power; Record Date
You will be entitled to vote or direct votes to
be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on [●],
2023, the record date for the special meeting. You will have one vote per share for each share of common stock you owned at that time.
Our warrants do not carry voting rights.
At the close of business on the record date, there
were [●] shares of common stock outstanding, each of which entitles its holder to cast one vote per share. The warrants do
not carry voting rights.
Votes Required
Approval of the Extension Amendment Proposal and
the Trust Amendment Proposal will require the affirmative vote of holders of at least a majority of the Company’s public shares
and founder shares outstanding on the record date.
Approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the
special meeting.
If you do not vote (i.e., you “abstain”
from voting), your action will have the same effect as an “AGAINST” vote with regards to the Extension Amendment Proposal
and the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established
but will have no effect on the outcome of the Adjournment Proposal.
If you do not want the Extension Amendment Proposal
or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. The Company anticipates that
a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive
payment of the redemption price for such shares soon after the completion of the Extension Amendment.
If you do not want the Adjournment Proposal to
be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum
is established but will have no effect on the outcome of the Adjournment Proposal.
Voting
You can vote your shares at the special meeting by proxy or virtually.
You can vote by proxy by having one or more individuals who will be
at the special meeting vote your shares for you. These individuals are called “proxies” and using them to cast your vote at
the special meeting is called voting “by proxy.”
If you wish to vote by proxy, you must (i) complete the enclosed
form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the
Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction
card.
If you complete the proxy card and mail it in the envelope provided
or submit your proxy by telephone or over the Internet as described above, you will designate Jiande Chen to act as your proxy at the
special meeting. One of them will then vote your shares at the special meeting in accordance with the instructions you have given them
in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will
extend to, and be voted at, any adjournment(s) of the special meeting.
Alternatively, you can vote your shares in person by attending the
special meeting virtually.
A special note for those who plan to attend
the special meeting and vote virtually: if your shares or units are held in the name of a broker, bank or other nominee, please follow
the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the special
meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for your proxy. Giving our Board your proxy means
you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against any proposal or you
may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will
be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will
be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR”
the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may
determine in their discretion with respect to any other matters that may properly come before the special meeting.
Stockholders who have questions or need assistance in completing or
submitting their proxy cards should contact our proxy solicitor, Morrow Sodali, at (203) 658-9400 (call collect), (800) 662-5200
(call toll-free), or by sending an email to RWOD.info@investor.morrowsodali.com.
Stockholders who hold their shares in “street name,” meaning
the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares
or obtain a legal proxy from the record holder to vote their shares at the special meeting.
Revocability of Proxies
Any proxy may be revoked by the person giving
it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Company Secretary, at Redwoods
Acquisition Corp., 1115 Broadway, 12th Floor, New York, NY 10010, either a written notice of revocation bearing a
date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting
virtually.
Simply attending the special meeting will not
constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you
must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of common stock, their proxy holders
and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting virtually but you hold your
shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee
holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial
ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
Your proxy is being solicited by our Board on
the proposals being presented to the stockholders at the special meeting. The Company has agreed to pay Morrow Sodali its customary fee.
The Company will also reimburse Morrow Sodali for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials,
our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties
will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow Sodali at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: RWOD.info@investor.morrowsodali.com
The cost of preparing, assembling, printing and
mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special meeting, will
be borne by the Company.
Some banks and brokers have customers who beneficially
own common stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers
and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders
of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers) anticipates making such
solicitation directly.
No Right of Appraisal
The Company’s stockholders do not have appraisal
rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right
to dissent and obtain payment for their shares.
Other Business
The Company is not currently aware of any business
to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this
proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified
in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the special meeting.
If other matters do properly come before the special meeting, or at any adjournment(s) of the special meeting, the Company expects
that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations
of our Board.
Principal Executive Offices
Our principal executive offices are located at
1115 Broadway, 12th Floor, New York, NY 10010. Our telephone number at such address is (646) 916-5315.
THE EXTENSION AMENDMENT PROPOSAL
Background
We are a blank check company whose business purpose
is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. We were incorporated in Delaware on March 16, 2021. On January 4, 2022, the Company issued 2,875,000
founder shares to the Company’s initial stockholders for an aggregate consideration of $25,000, or approximately $0.009 per share.
On April 4, 2022, the Company consummated
the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units”), generating
gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor and Chardan Capital Markets
LLC (“Chardan”), in a private placement, 377,500 units and 100,000 units, respectively,
at $10.00 per unit (the “Private Units”), generating total gross proceeds of $4,775,000, which is described
in Note 5.
The Company granted the underwriters a 45-day
option to purchase up to 1,500,000 additional Public Units to cover over-allotments, if any. On April 7, 2022, the
underwriters exercised the over-allotment option in full and purchased 1,500,000 Public Units at a price of $10.00 per
Public Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated
the sale of an additional aggregate of 52,500 Private Units with the Sponsor and Chardan at a price of $10.00 per
Private Unit, generating total proceeds of $525,000.
A total of $116,150,000 of the net proceeds from
our initial public offering and the private placement were deposited in a trust account established for the benefit of the Company’s
public stockholders.
On March 31, 2023, the Company held a special
meeting of the stockholders at which the stockholders approved a proposal to amend its Amended and Restated Certificate of Incorporation
(the “First Charter Amendment”) to allow the Company to extend the date by which the Company must consummate a business combination
from April 4, 2023 (the date that is 12 months from the closing date of the Company’s IPO) to July 4, 2023 (the date that is 15
months from the closing date of the Company’s IPO) and on a monthly basis up to five times from July 4, 2023 to December 4, 2023
(the date that is 20 months from the closing date of the IPO) by (i) depositing $270,000 into the Company’s trust account for the
three month extension from April 4, 2023 to July 4, 2023 (the “Initial Extension”) and (ii) depositing $90,000
for each monthly extension from July 4, 2023 to December 4, 2023. In addition, the stockholders elected to redeem an aggregate of 6,103,350
shares, or 53.1%, of the Company’s common stock in connection with the First Charter Amendment. As a result, an aggregate of $63,169,451
(or approximately $10.35 per share) was removed from the Company’s trust account to pay such stockholders and 5,396,650 shares of
the Company’s common stock were issued and outstanding following such redemption. The Company made a cash contribution of $270,000
to the trust account for the Initial Extension and subsequently deposited $90,000 per month into the trust account on two occasions to
further extend the business combination period from July 4, 2023 to November 4, 2023.
As of [●], 2023, the record date for the
special meeting, there was approximately $[●] held in the trust account.
The Extension Amendment
The Company is proposing to amend its charter
to extend the date by which the Company must consummate a business combination to the Extended Date.
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination (the “Combination Period”) on
a monthly basis until December 4, 2023 (for a total of 20 months to complete a business combination) by depositing $90,000 for each monthly
extension. Given current market conditions, the Sponsor would like to further extend the Combination Period and pay extension fees that
are less than the $90,000 required for each monthly extension under the existing charter. The Company expects that there will be significant
redemptions at the special meeting. The Extension Amendment will provide the Company with additional time to complete an initial business
combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.
On May 30, 2023, the Company entered into a business
combination agreement by and among the Company, ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL,
INC., a Wyoming corporation (“ANEW”). We are currently in the process of completing the proposed business combination with
ANEW If the Extension Amendment Proposal is not approved and the Combination Period is not extended in accordance with the terms of the
existing charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of
the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
an initial business combination within the Combination Period.
A copy of the proposed amendment to the Company’s
charter is attached to this proxy statement as Annex A.
Reasons for the Proposal
The Company’s charter provides that the
Company has the right to extend the period to complete a business combination on a monthly basis until December 4, 2023 (for a total of
20 months to complete a business combination). In order to extend the time available for the Company to consummate a business combination
without the need for a separate stockholder vote under the charter, the Sponsor or its affiliate or designees must deposit into the Trust
Account $90,000 on or prior to the date of the applicable deadline. Given current market conditions, the Sponsor would like to further
extend the Combination Period and pay extension fees that are less than the $90,000 required for each monthly extension under the existing
charter. The Company expects that there will be significant redemptions at the special meeting.
The Extension Amendment will provide the Company
with additional time to complete a business combination, which our Board believes is in the best interest of our stockholders. The Company
believes that given the Company’s expenditure of time, effort and money on searching for potential business combination opportunities,
including the fact that we are in active discussions regarding a business combination, circumstances warrant providing public stockholders
an opportunity to consider an initial business combination. Accordingly, since the Company will not be able to complete an initial business
combination within the Combination Period, the Company has determined to seek stockholder approval to extend the time for closing a business
combination beyond the last day of the Combination Period to the Extended Date. The Company and its officers and directors agreed
that they would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination
unless the Company provided holders of public shares with the right to seek conversion of their public shares in connection therewith.
If the Extension Amendment Proposal is Not Approved
Stockholder approval of the Extension Amendment
Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate an initial business
combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension
Amendment Proposal.
If the Extension Amendment Proposal is not approved
and the Combination Period is not extended in accordance with the terms of the existing charter, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event the Company winds up.
The holders of the founder shares have waived
their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the trust
account with respect to the Company’s warrants, which will expire worthless in the event the Extension Amendment Proposal is not
approved. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient,
the Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved,
the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A
hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company
under the Exchange Act, and its units, common stock and public warrants will remain publicly traded. The Company will then continue
to work to consummate a business combination by the Extended Date.
You are not being asked to vote on a business
combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension,
you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder
on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion
of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
If the Extension Amendment Proposal is approved
and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce
the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account
after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction
of the $[●] (including interest and prior to the payment of taxes) that was in the trust account as of [●], 2023. In such
event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all. The Company will not use the proceeds placed in the trust account
and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the Company
pursuant to any current, pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation
Reduction Act of 2022 on any redemptions or stock buybacks by the Company.
Redemption Rights
If the Extension Amendment Proposal is approved,
and the Extension is implemented, public stockholders may elect to redeem their shares for a per share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including interest earned
on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number of then outstanding
public shares. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public
shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination,
subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment
Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business
combination by the Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE
YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED
FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [●], 2023
(TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION
OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION AMENDMENT PROPOSAL AND ELECTION.
Pursuant to our charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension Amendment
Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares
through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior to 5:00 p.m. Eastern time, on [●], 2023
(two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the name, phone
number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th
Floor, New York, New York 10004, Attn: Mark Zimkind, that the Company redeem your public shares for cash and (b) deliver
your public shares to the transfer agent, physically or electronically through DTC. |
Holders of units must elect to separate the underlying
public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units
in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying
public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly
and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they
vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.
Through DTC’s DWAC (Deposit/Withdrawal at
Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or
DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make
their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares. Certificates that have not been tendered in accordance with these procedures prior
to the vote on the Extension Amendment will not be redeemed for cash held in the trust account on the redemption date. In the event that
a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares,
the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote
at the special meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders
shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing
these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be approved.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent
will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, the Company will redeem
each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to the Company to pay taxes, divided by the number
of then outstanding public shares. Based on the amount in the trust account as of [●], 2023, this would amount to approximately
$[●] per share (including interest and prior to the payment of taxes). The closing price of the public shares on the NASDAQ on [●],
2023, was $[●]. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption
rights would result in a public stockholder receiving approximately $[●] more per share than if such stockholder sold the public
shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open
market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity
in its securities when such stockholders wish to sell their shares.
If you exercise your redemption rights, you will
be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive
cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer
agent prior to 5:00 p.m. Eastern time on [●], 2023 (two business days before the scheduled vote at the special meeting).
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
Interests of the Company’s Directors and Executive Officers
When you consider the recommendation of our Board,
you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests that may be different
from, or in addition to, your interests as a stockholder. These interests include, among other things:
| ● | If the Extension Amendment Proposal is not approved and the
Combination Period is not extended in accordance with the terms of the existing charter, the 2,875,000 founder shares (after giving effect
to the forfeiture following expiration of the unexercised underwriters’ over-allotment option) that we issued to the Sponsor in
exchange for an aggregate capital contribution of $25,000, or approximately $0.009 per share, will be worthless (as the initial stockholders
have waived liquidation rights with respect to such shares). The founder shares had an aggregate market value of approximately $[●]
based on the last sale price for the Company’s public shares of $[●] on the NASDAQ on [●], 2023; |
| ● | If the Extension Amendment Proposal is not approved and the
Combination Period is not extended in accordance with the terms of the existing charter, the 530,000 Private Units purchased by
the Sponsor and Chardan for an aggregate investment of $5,300,000, or $10.00 per Private Unit, will be worthless. The Private Units had
an aggregate market value (assuming they have the same value per unit as the Public Units) of $[●] based on the last sale price
for the public units of $[●] on the NASDAQ on [●], 2023; |
| ● | On March 22, 2023, March 30, 2023, June 28, 2023, August
29, 2023, and September 25, 2023, the Sponsor provided a loan, in the form of a promissory note issued by Redwoods to the Sponsor dated
as of such date, of up to $150,000, $360,000, $360,000, $150,000, and $120,000, respectively, to be used, in part, for transaction costs
related to the Business Combination. |
| ● | Even if the trading price of our common stock was as low
as $[●] per share, the aggregate market value of the Sponsor’s founder shares alone (without taking into account the value
of the Private Units) would be approximately equal to the initial investment in the Company by the Sponsor. As a result, if an initial
business combination is completed, the initial stockholders are likely to be able to make a substantial profit on their investment in
us even at a time when the common stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved
(and the Combination Period is not extended in accordance with the terms of the existing charter) and the Company liquidates without
completing its initial business combination before December 4, 2023, the initial stockholders will lose their entire investment in us; |
| ● | Redwoods entered into an Administrative Services Agreement
pursuant to which it pays the Sponsor a total of $10,000 per month for office space, administrative and support services. As of the date
hereof, there is an aggregate of $[_] due under the Administrative Services Agreement, which will be paid upon closing the Business Combination. |
| ● | The Sponsor has agreed that it will be liable to us, if and
to the extent any claims by a third-party (other than the Company’s independent registered public accounting firm) for services
rendered or products sold to us, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the trust account to below: (i) $10.10 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets,
in each case net of the interest which may be withdrawn to pay the Company’s taxes, except as to any claims by a third party who
executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity
of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended; |
| ● | All rights specified in the charter relating to the right
of officers and directors to be indemnified by the Company, and of the Company’s executive officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions, will continue after a business combination. If a business combination
is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under
those provisions; |
| ● | All of the current members of our Board are expected to continue
to serve as directors at least through the date of the special meeting to approve a business combination and some may continue to serve
following a business combination and receive compensation thereafter; and |
| ● | The Company’s executive officers and directors, and
their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the
Company’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company
fails to obtain the Extension and consummate a business combination, they will not have any claim against the trust account for reimbursement.
Accordingly, the Company will most likely not be able to reimburse these expenses if a business combination is not completed. As of the
date of this proxy statement, there are no outstanding out-of-pocket expenses for which the Company’s executive officers or directors,
or their respective affiliates are awaiting reimbursement. |
Additionally, if the Extension Amendment Proposal
is approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will
be described in the proxy statement for the business combination.
Required Vote
The affirmative vote by holders of at least a
majority of the Company’s outstanding common stock is required to approve the Extension Amendment. If the Extension Amendment Proposal
is not approved and the Combination Period is not extended in accordance with the terms of the existing charter, the Extension Amendment
will not be implemented and the Company will be required by its charter to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available
funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the funds held in the trust Account and not previously released to the Company
to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and requirements of other
applicable law.
All of the Company’s initial stockholders
are expected to vote any common stock owned by them in favor of the Extension Amendment. On the record date, the initial stockholders
beneficially owned and were entitled to vote 2,875,000 founder shares, representing 32.7% of the Company’s issued and outstanding
common stock, and 530,000 shares of common stock underlying the Private Units (including the Private Units held by Chardan).
In addition, the Company’s initial stockholders
or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market
prior to or following the special meeting, although they are under no obligation to do so. There is no limit on the number of shares our
initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with
applicable law and NASDAQ rules. The purpose of such share purchases and other transactions would be to increase the likelihood that the
proposals to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares
that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise
have voted against the Extension Amendment Proposal and Trust Amendment Proposal and elected to redeem their shares for a portion of the
trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment
Proposal and Trust Amendment Proposal. None of the initial stockholders, advisors or their respective affiliates may make any such purchases
when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M
under the Exchange Act.
Recommendation
As discussed above, after careful consideration
of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests of the Company and its
stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
The existence of financial and personal interests
of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what
he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best
for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “— The
Extension Amendment — Interests of the Company’s Directors and Officers” for a further discussion.
THE TRUST AMENDMENT PROPOSAL
Overview
The Company entered into the Trust Agreement in
connection with the IPO and a potential business combination.
The Trust Amendment would amend the Trust Agreement
to authorize the Extension as contemplated by the Extension Amendment Proposal.
Reasons for the Proposal
The purpose of the Trust Amendment Proposal is
to authorize the Extension under the Trust Agreement, as the Extension is not contemplated under the Trust Agreement’s current terms.
We believe that given the Company’s expenditure
of time, effort and money on pursuing an initial business combination, circumstances warrant providing public stockholders an opportunity
to consider a business combination. For the Company to implement the Extension, the Trust Agreement must be amended to authorize the Extension.
Vote Required for Approval
The affirmative vote by holders of at least a
majority of the Company’s outstanding common stock is required to approve the Trust Amendment.
If you do not vote, you abstain from voting or
you fail to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect
as a vote “AGAINST” the Trust Amendment Proposal. If you do not want the Trust Amendment Proposal approved, you must abstain,
not vote, or vote “AGAINST” the Trust Amendment Proposal.
The Company’s initial stockholders and their
respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by
them) in favor of the Trust Amendment Proposal.
The initial stockholders are not entitled to redeem
the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled
to vote 2,875,000 founder shares, which represents approximately 32.7% of the Company’s issued and outstanding common stock, 530,000
shares of common stock underlying the Private Units (including the Private Units held by Chardan).
Recommendation
Our Board has determined that the Trust Amendment
Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Trust
Amendment Proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE TRUST AMENDMENT PROPOSAL.
The existence of financial and personal interests
of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what
he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best
for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The
Extension Amendment — Interests of the Company’s Directors and Officers” for a further discussion.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow
our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the Extension Amendment Proposal or the Trust Amendment
Proposal. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal is not approved by
our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal.
Required Vote
The approval of the Adjournment Proposal requires
the affirmative vote of a majority of the votes cast by the Company’s stockholders represented in person (including virtually) or
by proxy at the special meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy
or in person (including virtually) at the special meeting or an abstention will have no effect on the outcome of the vote on the Adjournment
Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect
on the outcome of the Adjournment Proposal.
Recommendation
As discussed above, after careful consideration
of all relevant factors, our Board has determined that the Adjournment Proposal is in the best interests of the Company and its stockholders.
Our Board has approved and declared advisable the adoption of the Adjournment Proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE ADJOURNMENT PROPOSAL.
The existence of financial and personal interests
of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what
he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best
for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The
Extension Amendment — Interests of the Company’s Directors and Officers” for a further discussion.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of our common stock as of [●], 2023, the record date of the special meeting, by:
| ● | each person known by us to be the beneficial owner of more
than 5% of our outstanding shares of common stock; |
| ● | each of our executive officers and directors; and |
| ● | all our executive officers and directors as a group. |
Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table
does not reflect record or beneficial ownership of the warrants as these warrants are not exercisable within 60 days of the date
of this proxy statement.
The beneficial ownership of our common stock is
based on 8,801,650 shares of common stock issued and outstanding as of the record date, consisting of 5,396,650 public shares, 2,875,000
founder shares and 530,000 shares of common stock underlying the private units.
Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Outstanding Common stock | |
Redwoods Capital LLC(2) | |
| 3,115,000 | | |
| 35.4 | % |
Jiande Chen | |
| 45,000 | | |
| * | |
Edward Cong Wang | |
| 35,000 | | |
| * | |
Raymond J. Gibbs | |
| 35,000 | | |
| * | |
Wei Kwang Ng | |
| 30,000 | | |
| * | |
Hong Li | |
| 30,000 | | |
| * | |
All directors and executive officers as a group (five individuals) | |
| 175,000 | | |
| 2.0 | % |
MM Asset Management Inc. (3) | |
| 800,000 | | |
| 9.1 | % |
MMCAP International Inc. SPC(3) | |
| 800,000 | | |
| 9.1 | % |
| (1) | Unless otherwise noted, the business address of each of the
following entities or individuals is 1115 Broadway, 12th Floor, New York, NY 10010. |
| (2) | Redwoods Capital LLC, a Delaware limited liability company,
our sponsor, is controlled by Min Gan. |
| (3) | Based on information provided in a Schedule 13G filed on
February 14, 2023. MMCAP International Inc. SPC and MM Asset Management Inc. have shared voting and dispositive power over the shares
reported herein. The address of the business office of the Reporting Person is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris
Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. |
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the SEC, the Company
and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address
a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy
statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving
multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders
may notify the Company of their requests by emailing or writing the Company at the Company’s principal executive offices at 1115
Broadway, 12th Floor, New York, NY 10010, Attn: Corporate Secretary.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current
reports, proxy statements and other information with the SEC. The SEC maintains an internet web site that contains reports, proxy
and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public
can obtain any documents that we file electronically with the SEC at http://www.sec.gov.
You may obtain additional copies of this proxy
statement, at no cost, and you may ask any questions you may have about the Extension Amendment Proposal, the Trust Amendment Proposal
or the Adjournment Proposal by contacting us at the following address or email:
Redwoods Acquisition Corp.
1115 Broadway, 12th Floor
New York, NY 10010
Attn: Corporate Secretary
You may also obtain these documents at no cost by requesting them in
writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: RWOD.info@investor.morrowsodali.com
In order to receive timely delivery of the documents in advance of
the special meeting, you must make your request for information no later than [●], 2023 (one week prior to the date of the special
meeting).
ANNEX A
PROPOSED CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
REDWOODS ACQUISITION CORP.
Redwoods Acquisition Corp., a corporation organized
and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does
hereby certify:
1. | The name of the corporation is Redwoods Acquisition Corp. The
corporation was originally incorporated pursuant to the DGCL on March 16, 2021. |
2. | The date of filing of the corporation’s original Certificate
of Incorporation with the Secretary of State of the State of Delaware was March 16, 2021 (and it was thereafter amended by a Certificate
of Amendment to the Certificate of Incorporation on February 17, 2022) and the date of filing the corporation’s Amended and
Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was March 30, 2022 (and it was thereafter
amended by a Certificate of Amendment to the Amended and Restated Certificate of Incorporation on April 4, 2023) (the “Amended
and Restated Certificate of Incorporation”). |
3. | The Board of Directors of the corporation has duly adopted resolutions
setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable
and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit
the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows: |
RESOLVED, that Article Sixth (D) and (H) of
the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:
“D. In the event that the Corporation
does not consummate a Business Combination by (i) 20 months from the consummation of the IPO or (ii) up to 32 months
from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination on a monthly
basis up to twelve times (but in no event to a date later than December 4, 2024) in accordance with the terms of the Investment Management
Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (in any case, such date being referred
to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash
for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of
the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the
dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL,
dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s
plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under
the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall
be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding.”
“H. If any amendment is made to this
Article Sixth that would (A) modify the substance or timing of the Corporation’s obligation to provide for the conversion
of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation has not
consummated an initial Business Combination within 20 months (or up to 32 months in accordance with the terms of the Investment
Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company) from the date of the from
the consummation of the IPO or (B) with respect to any other provision in this Article Sixth, the holders of IPO Shares shall
be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified
in paragraph C above.”
4. | That thereafter, said amendment was duly adopted by the affirmative
vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242
of the DGCL. |
IN WITNESS WHEREOF, the corporation has caused this Certificate
of Amendment to be signed this day of [●], 2023.
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Name: |
Jiande Chen |
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Title: |
Chief Executive Officer |
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ANNEX B
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this “Amendment”) is made as of [●], 2023, by and between Redwoods Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in
this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 30,
2022, by and between the parties hereto (as amended by Amendment No.1 thereto, the “Trust Agreement”).
WHEREAS, Section 7(c) of the Trust Agreement
provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of at
least a majority of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company, voting together as a single
class;
WHEREAS, the Company obtained the requisite vote
of the stockholders of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire
to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. | Amendment to Section 1(i). Section 1(i) of
the Trust Agreement is hereby amended and restated in its entirety as follows: |
| “(i) | Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or
Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
only as directed in the Termination Letter and the other documents referred to therein; or (y) December 4, 2023 (the “Deadline
Date”) (provided that the Board, in its discretion, upon written notice to the Trustee, may extend the Deadline Date on
a monthly basis up to twelve times (each, an “Extension”), but in no event to a date later than December 4,
2024 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents)
on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open)) if a Termination Letter has
not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes shall be distributed to the Public Stockholders
of record as of such date; provided, however, that the Company or Redwoods Capital LLC (or their respective affiliates
or permitted designees) will deposit into the Trust Account $60,000 per month for each Extension (each, a “Contribution”);
provided further, however, that in the event the Trustee receives a Termination Letter in a form substantially similar
to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by
the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months
following the date the Property has been distributed to the Public Stockholders;” |
2. | Amendments to Definitions. |
| (i) | Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated
in their entirety: |
“Trust Agreement” shall
mean that certain Investment Management Trust Agreement, dated March 30, 2022, by and between Redwoods Acquisition Corp. and Continental
Stock Transfer & Trust Company, as amended by Amendment No. 1 to the Investment Management Trust Agreement dated [●],
2023 and Amendment No. 2 to the Investment Management Trust Agreement dated [●], 2023.”
4.1. |
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
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4.2. |
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
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4.3. |
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
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4.4. |
Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
4.5. |
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
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4.6. |
Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first written above.
REDWOODS ACQUISITION CORP. |
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By: |
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Name: |
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Title: |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
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By: |
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Name: |
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Title: |
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PRELIMINARY PROXY CARD
REDWOODS ACQUISITION CORP.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [__________], 2023: The Proxy Statement is available at [____________________] |
The undersigned hereby appoints Jiande Chen as
proxy of the undersigned to attend the Special Meeting of Stockholders (the “Special Meeting”) of Redwoods Acquisition
Corp. (the “Company”), to be held via virtual meeting as described in the Proxy Statement on [__________], 2023
at [_] a.m. Eastern time, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally
present on all matters set forth in the Notice of Special Meeting, dated [__________], 2023 (the “Notice”),
a copy of which has been received by the undersigned, as follows:
1. | PROPOSAL 1. EXTENSION AMENDMENT
— To amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by
which the Company must consummate a business combination up to twelve (12) times for an additional one month each time (the “Extension”)
from December 4, 2023 (the date that is 20 months from the closing date of the Company’s initial public offering (the “IPO”))
to December 4, 2024 (the date that is 32 months from the closing date of the IPO). |
For ☐
Against ☐ Abstain ☐
2. | PROPOSAL 2. TRUST AMENDMENT
— To amend the Investment Management Trust Agreement, dated March 30, 2022 (as amended by Amendment No.1 thereto, the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”),
to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection
with the IPO (the “Trust Account”) if the Company has not completed its initial business combination from December
4, 2023 (the date that is 20 months from the closing date of the IPO) by up to twelve (12) times for an additional one month each time
from December 4, 2023 to December 4, 2024 by depositing $60,000 per month for each monthly Extension (the “Trust Amendment
Proposal”). |
For ☐
Against ☐ Abstain ☐
3. | PROPOSAL 3. ADJOURNMENT —
To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Trust Amendment Proposal
or if the Company determines that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented
at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal and the Trust Amendment Proposal. |
For ☐
Against ☐ Abstain ☐
NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS
AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION
OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Dated:______ |
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Signature of Stockholder |
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PLEASE PRINT NAME |
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Certificate Number(s) |
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Total Number of Shares Owned |
Sign exactly as your name(s) appears on your stock
certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated.
Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names
or held as joint tenants or as community property, both interested persons should sign.
PLEASE COMPLETE THE FOLLOWING:
I plan to attend the Special Meeting (Circle one):
Yes No
Number of attendees: ____________
PLEASE NOTE:
STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE SPECIAL MEETING. PLEASE INDICATE ANY ADDRESS
OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.
Redwoods Acquisition (NASDAQ:RWODU)
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Redwoods Acquisition (NASDAQ:RWODU)
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