Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 24, 2023, Redwoods Acquisition Corp. (the
“Company”) received a delinquency notification letter (the “Notice”) from the Listing Qualifications Staff (the
“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing
Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2023 (the “Form 10-Q”). The Listing Rule requires listed companies to timely
file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The Company filed the Form 10-Q with the SEC on
May 24, 2023.
On May 30, 2023, the Company received a letter
from Nasdaq indicating that based on the Company’s May 24, 2023 filing of the Form 10-Q, the staff has determined that the Company
has complied with the Listing Rule and, accordingly, the matter was closed. As a result, the Company is currently in compliance with the
Nasdaq Listing Rules and the Company’s securities will continue to trade on The Nasdaq Global Market.
As required under Nasdaq Listing Rule 5810(b),
the Company issued a press release on May 31, 2023, announcing that it had received the Notice. A copy of this press release is attached
as Exhibit 99.1 to this Form 8-K.
Forward-Looking Statements
This Form 8-K contains
forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects
of the Company. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such
as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “should,” “would”
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances
and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be
those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These factors include, without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our
ability to regain compliance with the Listing Rule and our ability to become current with our reports with the SEC. For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer
to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain.
Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made
by us to reflect subsequent events or circumstances.