RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of ANEW and will also apply to the business and operations of the Combined Company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Redwoods or ANEW may face additional risks and uncertainties that are not presently known to us or ANEW, or that we or ANEW currently deem immaterial, which may also impair our or ANEW’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to ANEW’s Business and Operations Following the Business Combination

ANEW’s business is subject to a number of risks of which you should be aware before making decision to invest in ANEW’s common stock

These risks are more fully described in this “Risk Factors” section, including the following:

•        ANEW has incurred significant losses since ANEW’s inception. ANEW expect to incur losses over the next several years and may never achieve or maintain profitability.

•        ANEW will need substantial additional funding to meet ANEW’s financial obligations and to pursue ANEW’s business objectives.

•        ANEW currently primarily rely on ANEW’s collaborations with Reliance Life Sciences Ltd. (“RLS”) and Universitat Autònoma de Barcelona (“UAB”), for ANEW’s preclinical research and development programs.

•        Negative public opinion of gene therapy and increased regulatory scrutiny of gene therapy and genetic research may adversely impact the development or commercial success of ANEW’s current and future product candidates.

•        ANEW face significant competition in the area of biosimilar biologics from other biotechnology and pharmaceutical companies.

•        ANEW use AAV and lentiviral vectors, and lipid nanoparticles to delivery some gene therapies, but others may have property rights to these vectors that ANEW may need to license.

ANEW is dependent on the success of ANEW’s biosimilar and gene therapy product candidates, which are still in early stages of clinical or preclinical development.

ANEW currently has no products that are approved for commercial sale and may never be able to develop marketable products. ANEW expects that a substantial portion of ANEW’s efforts and expenditures over the next few years will be devoted to the development of ANEW’s gene therapy product candidates, all of which are in the early stages of clinical development. Accordingly, ANEW’s business currently depends heavily on the successful development, regulatory approval and commercialization of these product candidates. ANEW cannot be certain that any of ANEW’s product candidates will receive regulatory approval or be successfully commercialized even if ANEW receives regulatory approval.

ANEW will require additional capital to fund ANEW’s operations, and if ANEW fails to obtain necessary financing, ANEW may not be able to complete the development and commercialization of ANEW’s product candidates.

ANEW expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as ANEW continues to develop ANEW’s gene therapy product candidates and prepare for potential future regulatory approvals and commercialization of ANEW’s products. ANEW hass not generated any revenue to date and does not expect to generate product revenue unless and until ANEW successfully completes development and obtain regulatory approval for at least one of ANEW’s gene therapy product candidates. ANEW’s current cash and cash equivalents balance will also not be sufficient to complete all necessary development activities and commercially launch ANEW’s products.

ANEW is unable to estimate the actual funds ANEW will require for development and any approved marketing and commercialization activities

ANEW expects to spend substantial amounts to complete the development of, seek regulatory approvals for and commercialize ANEW’s product candidates. Because the length of time and activities associated with successful development of ANEW’s product candidates is highly uncertain, ANEW is unable to estimate the actual funds ANEW will require for development and any approved marketing and commercialization activities. ANEW’s future funding requirements, both near and long- term, will depend on many factors, including, but not limited to:

•        the progress, timing, costs and results of ANEW’s clinical trials of ANEW’s product candidates;

•        the outcome, timing and cost of meeting regulatory requirements;

•        the achievement of certain development, regulatory and commercialization milestones

•        the cost of filing, prosecuting, defending and enforcing ANEW’s patent claims and other intellectual property rights;

•        the cost of obtaining necessary intellectual property and defending potential intellectual property disputes s brought by third parties against ANEW;

•        the effect of competing technological and market developments;

•        the cost and timing of completion of clinical-stage and commercial-scale manufacturing activities;

•        the cost of establishing sales, marketing and distribution capabilities for ANEW’s product candidates; and

•        the initiation, progress, timing and results of ANEW’s commercialization of ANEW’s product candidates.

ANEW may be required to make significant payments to third parties under the agreements pursuant to which ANEW acquired ANEW’s gene therapy product candidates.

Under ANEW’s agreements with RLS and UAB, ANEW is subject to significant obligations, including payment obligations upon achievement of specified milestones and payments based on product sales, as well as other material obligations. Some of these milestones require ANEW to make payments prior to generating any product sales. ANEW may not have sufficient funds available to meet ANEW’s obligations at such time as any of these payments become due, in which case ANEW’s development efforts would be harmed. Further, failure to make these payments or to meet ANEW’s other material obligations may result in ANEW’s counterparties pursuing various remedies under those agreements that could harm ANEW’s operations.

ANEW is highly dependent on the services of ANEW’s key executives and personnel, including ANEW’s Chief Executive Officer, Dr. Joseph Sinkule, and Chief Business Officer, Dr. David Sandor, and if ANEW is not able to retain these members of ANEW’s management or recruit additional management, clinical and scientific personnel, ANEW’s business will suffer.

ANEW is highly dependent on the principal members of ANEW’s management and scientific and technical staff, particularly, ANEW’s Chief Executive Officer, Dr. Joseph Sinkule and Chief Business Officer, Dr. David Sandor. Dr. Sinkule’s current employment agreement with ANEW’s company expires in 2024. Dr. Sandor is on a contact as a

consultant with the ability to transition to full-time employment. The loss of service of any of ANEW’s management or key scientific and business management staff could harm ANEW’s business. In addition, ANEW is dependent on ANEW’s continued ability to attract, retain and motivate highly qualified additional management, clinical and scientific personnel. If ANEW is not able to retain ANEW’s management and to attract, on acceptable terms, additional qualified personnel necessary for the continued development of ANEW’s business, ANEW may not be able to sustain ANEW’s operations or grow.

ANEW need to attract and retain key personnel.

ANEW may not be able to attract or retain qualified management and commercial, scientific and clinical personnel due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other businesses, and the cost of living. If ANEW is not able to attract and retain necessary personnel to accomplish ANEW’s business objectives, ANEW may experience constraints that will impede the achievement of ANEW’s development objectives, ANEW’s ability to raise additional capital and ANEW’s ability to implement ANEW’s business strategy.

ANEW’s senior management and key employees may terminate their position with ANEW at any time. If ANEW loses one or more members of ANEW’s senior management team or key employees, ANEW’s ability to successfully implement ANEW’s business strategy could be seriously harmed. Replacing these individuals may be difficult, cause disruption, and may take an extended period of time because of the limited number of individuals in ANEW’s industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize products successfully. Competition to hire from this limited pool is intense, and ANEW may be unable to hire, train, retain or motivate additional key personnel. ANEW does not maintain “key person” insurance for any of ANEW’s executives or other employees.

Many of the other biopharmaceutical companies that ANEW compete against for qualified personnel and consultants have greater financial and other resources, different risk profiles and a longer history in the industry than ANEW do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high- quality candidates and consultants than what ANEW has to offer. If ANEW is unable to continue to attract and retain high-quality personnel and consultants, the rate and success at which ANEW can discover and develop product candidates, ANEW’s ability to effectively manage any future growth and ANEW’s business will be limited.

ANEW’s employees, independent contractors, principal investigators, consultants, commercial collaborators, manufacturers, service providers and other vendors, or those of ANEW’s affiliates, may engage in misconduct or other improper activities.

Misconduct by any of these parties could include intentional, reckless and/or negligent conduct or other unauthorized activities that violate the laws and regulations, including those of the FDA and other similar regulatory bodies that require the reporting of true, complete and accurate information; manufacturing standards; federal, state and foreign healthcare fraud and abuse laws and data privacy; or laws that require the true, complete and accurate reporting of financial information or data. In particular, sales, marketing and other business arrangements in the healthcare industry are subject to extensive laws intended to prevent fraud, kickbacks, self-dealing, bribery, corruption, antitrust violations, and other abusive practices. These laws may restrict or prohibit a wide range of business activities, including research, manufacturing, distribution, pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. It is not always possible to identify and deter employee or third-party misconduct, and the precautions ANEW takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting ANEW from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations.

Additionally, ANEW is subject to the risk that a person or government agency could allege such fraud or other misconduct, even if none occurred. If any of ANEW’s employees, independent contractors, principal investigators, consultants, commercial collaborators, manufacturers, service providers or other vendors, or those of ANEW’s affiliates, are alleged or found to be in violation of any such regulatory standards or requirements, or become subject to a corporate integrity agreement or similar agreement and curtailment of ANEW’s operations, it could have a significant impact on ANEW’s business and financial results, including the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, suspension or delay in clinical trials, possible exclusion from

participation in Medicare, Medicaid and other federal healthcare programs, FDA debarment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and oversight, any of which could adversely affect ANEW’s ability to operate ANEW’s business and ANEW’s results of operations.

Operation of ANEW’s business internationally exposes ANEW to business, regulatory, political, operational, financial and economic risks associated with doing business in various jurisdictions globally.

ANEW’s business strategy includes establishing and maintaining operations and certain key third party arrangements in various jurisdictions around the world. Doing business internationally involves a number of risks, including:

•        multiple, conflicting and changing laws and regulations such as tax laws, export and import restrictions, employment laws, anti-bribery and anti- corruption laws, regulatory requirements and other governmental approvals, permits and licenses;

•        failure by ANEW or ANEW’s distributors to obtain appropriate licenses or regulatory approvals for the sale or use of ANEW’s product candidates, if approved, in various countries;

•        difficulties in managing foreign operations;

•        unexpected changes in tariffs or trade barriers;

•        complexities associated with managing multiple payor-reimbursement regimes or self- pay systems;

•        financial risks, such as longer payment cycles, difficulty enforcing contracts and collecting accounts receivable and exposure to foreign currency exchange rate fluctuations;

•        reduced protection for intellectual property rights;

•        reduced protection of contractual rights in the event of bankruptcy or insolvency of the other contracting party;

•        natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, including the recent COVID-19 pandemic and related shelter-in-place orders, travel, social distancing and quarantine policies, boycotts, curtailment of trade and other business restrictions;

•        failure to comply with foreign laws, regulations, standards and regulatory guidance governing the collection, use, disclosure, retention, security and transfer of personal data, including the European Union General Data Privacy Regulation (“GDPR”); and

•        failure to comply with anti-bribery and anti-corruption laws including the Foreign Corrupt Practices Act, including its books and records provisions and its anti-bribery provisions, including by failing to maintain accurate information and control over sales and distributors’ activities.

Any of these risks, if encountered, could significantly harm ANEW’s current or future international operations and, consequently, negatively impact ANEW’s financial condition, results of operations and cash flows.

Risks Related to Development of Biosimilar Biologics and Cell and Gene Therapies.

If ANEW is unable to obtain regulatory approval for, or successfully commercialize, bevacizumab-anew, ANEW’s business will be harmed.

Biosimilar product development is a highly speculative undertaking and involves a substantial degree of risk. ANEW has initiated preparatory activities for ANEW’s confirmatory Phase 3 clinical trial of bevacizumab-anew (Avastin) biosimilar candidate, and rituximab-anew (Rituxan/Mabthera) candidate. It may be several years, if ever, before ANEW completes Phase 3 clinical trials and has a product candidate ready to file for market approval with the relevant regulatory agencies. If ANEW obtains regulatory approval to market a biosimilar product candidate, ANEW’s future revenue will depend upon the size of any markets in which ANEW’s product candidates may receive approval and ANEW’s ability to achieve sufficient market acceptance, pricing, reimbursement from third-party payors and adequate market share for ANEW’s product candidates in those markets. Even if one or more of ANEW’s product

candidates gain regulatory approval and are commercialized, ANEW may never become profitable. ANEW cannot be certain that any of ANEW’s product candidates will be successful in clinical trials or receive regulatory approval. Further, ANEW’s product candidates may not receive regulatory approval even if they are successful in clinical trials. If ANEW does not receive regulatory approvals for ANEW’s product candidates, ANEW may not be able to continue ANEW’s operations.

The evolving regulatory approval processes of the FDA, EMA and comparable foreign authorities are lengthy, time-consuming, rigorous and inherently unpredictable. If ANEW and ANEW’s collaboration partners are ultimately unable to obtain regulatory approval for ANEW’s product candidates, ANEW’s business will be harmed.

The research, development, testing, manufacturing, labeling, packaging, approval, promotion, advertising, storage, marketing, distribution, post-approval monitoring and reporting and export and import of biologic products are subject to extensive regulation by the FDA and other regulatory authorities in the United States, by the EMA and Competent Authorities in the EEA, and by other regulatory authorities in other countries, where regulations differ from country to country. ANEW is not permitted to market ANEW’s product candidates in the United States until ANEW receives approval from the FDA, or in the EEA until ANEW receives European Commission or EEA Competent Authority approvals.

The exact amount of time required to obtain approval by the FDA and comparable foreign authorities is unpredictable, may take years following the completion of clinical trials and depends upon numerous factors, which may not be within ANEW’s control. In addition, approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, which could cause delays in the approval or the decision not to approve an application. ANEW has not obtained regulatory approval for any of ANEW’s product candidates, and it is possible that none of ANEW’s current or future product candidates will ever obtain regulatory approval.

This lengthy approval process, as well as the unpredictability of the results of clinical trials, may result in ANEW’s failure to obtain regulatory approval to market any of ANEW’s product candidates, which would significantly harm ANEW’s business. Moreover, any delays in the commencement or completion of clinical testing could significantly impact ANEW’s product development costs and commercial return potential, and could result in the need for additional financing.

In addition, if ANEW changes the regulatory pathway through which ANEW intend to seek approval of any of ANEW’s product candidates, or alter their composition or method of manufacturing, ANEW may have to conduct additional clinical trials, which may delay ANEW’s ability to submit a marketing application for the product. Even if ANEW or ANEW’s collaboration partners were to obtain approval for any of ANEW’s product candidates, regulatory agencies may limit the scope of such approval for fewer or more limited indications than ANEW requests, may grant approval contingent on the completion of costly additional clinical trials or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing could harm the commercial prospects for ANEW’s product candidates.

The results of previous clinical trials may not be predictive of future results, and the results of ANEW’s current and planned clinical trials may not satisfy the requirements of the FDA, EMA or other foreign regulatory agencies.

Clinical failure can occur at any stage of clinical development. Clinical trials may produce negative or inconclusive results, and ANEW or any of ANEW’s current and future collaborators may decide, or regulators may require ANEW, to conduct additional clinical or preclinical testing. ANEW will be required to demonstrate with substantial evidence through well-controlled clinical trials that ANEW’s product candidates are as safe and effective for use in a specific patient population as the respective reference products before ANEW can seek regulatory approvals for their commercial sale. Success in early clinical trials does not mean that future larger registration clinical trials will be successful because product candidates in later-stage clinical trials may fail to demonstrate equivalent safety and efficacy to the satisfaction of the FDA, EMA and other foreign regulatory agencies despite having progressed through initial clinical trials. Product candidates that have shown promising results in early clinical trials may still fail in subsequent confirmatory clinical trials. Similarly, the outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical industry, including those with greater resources and experience than ANEW, have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier clinical trials.

In addition, the design of a clinical trial can determine whether its results will support approval of a product and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced. ANEW may be unable to design and execute a clinical trial to support regulatory approval. In some instances, there can be significant variability in safety or efficacy results between different trials of the same product candidate due to numerous factors, including but not limited to changes in trial protocols, differences in size and type of the patient populations, adherence to the dosing regimen and the rate of dropout among clinical trial participants.

Further, ANEW’s product candidates may not be approved even if they achieve their primary endpoints in Phase 3 clinical trials or registration trials. The FDA, EMA and other foreign regulatory agencies may disagree with ANEW’s trial design and ANEW’s interpretation of data from preclinical studies and clinical trials. In addition, any of these regulatory authorities may change the requirements for the approval of a product candidate even after reviewing and providing comments or advice on a protocol for a Phase 3 clinical trial that has the potential to result in FDA or other agencies’ approval. ANEW initially intend to seek approval for bevacizumab-anew for the treatment of metastatic colorectal cancer and metastatic lung cancer. ANEW plan to extrapolate to all indications in the approved product labeling of the reference product based on the sensitive population agreed by the FDA and EMA in the confirmatory clinical study. During review of the registration application, ANEW’s justification for the extrapolation may not be accepted. Any of the regulatory authorities may approve a product candidate for fewer indications than ANEW requests or may grant approval contingent on the performance of costly post-marketing clinical trials. In addition, the FDA, EMA and other foreign regulatory agencies may not approve the additional indication extrapolations that ANEW believes would be necessary or desirable for the successful commercialization of ANEW’s product candidates.

ANEW’s product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in significant negative consequences following marketing approval.

As with most pharmaceutical products, use of ANEW’s product candidates could be associated with side effects or adverse events, which can vary in severity and frequency. Side effects or adverse events associated with the use of ANEW’s product candidates may be observed at any time, including in clinical trials or when a product is commercialized. Undesirable side effects caused by ANEW’s product candidates could cause ANEW or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or foreign authorities. Additionally, results of ANEW’s studies could reveal a high and unacceptable severity and prevalence of side effects, toxicity or other safety issues, and could require ANEW to perform additional studies or halt development or sale of these product candidates or expose ANEW to product liability lawsuits that will harm ANEW’s business. In such an event, ANEW may be required by regulatory agencies to conduct additional animal or human studies regarding the safety and efficacy of ANEW’s product candidates that ANEW has not planned or anticipated or ANEW’s studies could be suspended or terminated, and the FDA or comparable foreign regulatory authorities could order ANEW to cease further development of or deny or withdraw approval of ANEW’s product candidates for any or all targeted indications. There can be no assurance that ANEW will resolve any issues related to any product-related adverse events to the satisfaction of the FDA or any other regulatory agency in a timely manner, if ever, which could harm ANEW’s business, prospects and financial condition.

Additionally, if one or more of ANEW’s product candidates receives marketing approval, and ANEW or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result.

If ANEW receives approval, regulatory agencies require that ANEW report certain information about adverse medical events.

The timing of ANEW’s obligation to report would be triggered by the date ANEW become aware of the adverse event as well as the nature of the event. ANEW may fail to report adverse events ANEW becomes aware of within the prescribed timeframe. ANEW may also fail to appreciate that ANEW has become aware of a reportable adverse event, especially if it is not reported to ANEW as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of ANEW’s products. If ANEW fails to comply with ANEW’s reporting obligations, the FDA, EMA or other foreign regulatory agencies could take action including but not limited to criminal prosecution, the imposition of civil monetary penalties, seizure of ANEW’s products or delay in approval or clearance of future products.

If other biosimilars of bevacizumab (Avastin) are determined to be interchangeable and ANEW’s biosimilar product candidates for these reference products are not, ANEW’s business would suffer.

The FDA or other relevant regulatory authorities may determine that a proposed biosimilar product is “interchangeable” with a reference product, meaning that the biosimilar product may be substituted for the reference product without the intervention of the healthcare provider who prescribed the reference product, if the application includes sufficient information to show that the product is biosimilar to the reference product and that it can be expected to produce the same clinical result as the reference product in any given patient. If the biosimilar product may be administered more than once to a patient, the applicant must demonstrate that the risk in terms of safety or diminished efficacy of alternating or switching between the biosimilar product and the reference product is not greater than the risk of using the reference product without such alternation or switch. To make a final determination of biosimilarity or interchangeability, regulatory authorities may require additional confirmatory information beyond what ANEW plans to initially submit in ANEW’s applications for approval, such as more in-depth analytical characterization, animal testing or further clinical trials. Provision of sufficient information for approval may prove .difficult and expensive.

ANEW cannot predict whether any of ANEW’s biosimilar product candidates will meet regulatory authority requirements for approval as a biosimilar product or as an interchangeable product in any jurisdiction. Furthermore, legislation governing interchangeability could differ by jurisdiction on a state or national level worldwide.

If product liability lawsuits are brought against ANEW, ANEW may incur substantial liabilities and may be required to limit commercialization of ANEW’s current or future product candidates, and ANEW’s insurance coverage may not be sufficient to satisfy any liability that may arise.

Drug-related side effects could affect patient recruitment for clinical trials, the ability of enrolled patients to complete ANEW’s studies or result in potential product liability claims. ANEW may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect ANEW against losses due to liability. A successful product liability claim or series of claims brought against ANEW could negatively impact ANEW’s results of operations and business. In addition, regardless of merit or eventual outcome, product liability claims may result in impairment of ANEW’s business reputation, withdrawal of clinical trial participants, costs due to related litigation, distraction of management’s attention from ANEW’s primary business, initiation of investigations by regulators, substantial monetary awards to patients or other claimants, the inability to commercialize ANEW’s product candidates and decreased demand for ANEW’s product candidates, if approved for commercial sale. Furthermore, ANEW may also not be able to take advantage of limitations on product liability lawsuits that apply to generic drug products, which could increase ANEW’s exposure to liability for products deemed to be dangerous or defective.

Even if ANEW obtains regulatory approval for a product candidate, ANEW’s products will remain subject to regulatory scrutiny.

If ANEW’s product candidates are approved, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record- keeping, conduct of post-marketing studies and submission of safety, efficacy and other post-market information, including both federal and state requirements in the United States and requirements of comparable foreign regulatory authorities. Manufacturers and manufacturing facilities are required to comply with extensive FDA, and comparable foreign regulatory authority, requirements, including ensuring that quality control and manufacturing procedures conform to current Good Manufacturing Practices, or cGMP, regulations. As such, ANEW will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any non-disclosure agreement, BLA or marketing authorization application, or MAA. Accordingly, ANEW and ANEW’s collaborators and suppliers must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control.

If a regulatory agency discovers previously unknown problems with an approved product, they may impose restrictions on that product.

If ANEWs fail to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may, among other things:

•        issue untitled and warning letters;

•        impose civil or criminal penalties;

•        suspend or withdraw regulatory approval;

•        suspend any of ANEW’s ongoing clinical trials;

•        refuse to approve pending applications or supplements to approved applications submitted by ANEW;

•        impose restrictions on ANEW’s operations, including closing ANEW’s manufacturing facilities; or

•        seize or detain products or require a product recall.

If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of ANEW’s company and ANEW’s operating results will be negatively impacted.

ANEW faces intense competition and rapid technological change and the possibility that ANEW’s competitors may develop therapies that are similar, more advanced or more effective than ours.

ANEW expects to enter highly competitive pharmaceutical markets. Successful competitors in the pharmaceutical markets have demonstrated the ability to effectively discover, obtain patents, develop, test and obtain regulatory approvals for products, as well as an ability to effectively commercialize, market and promote approved products. Numerous companies, universities and other research institutions are engaged in developing, patenting, manufacturing and marketing of products competitive with those that ANEW is developing. Many of these potential competitors are large, experienced pharmaceutical companies that enjoy significant competitive advantages, such as substantially greater financial, research and development, manufacturing, personnel and marketing resources. These companies also have greater brand recognition and more experience in conducting preclinical testing and clinical trials of product candidates and obtaining FDA and other regulatory approvals of products.

ANEW has competitors both in the United States and internationally, including major multinational pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies. Some of the pharmaceutical and biotechnology companies ANEW expect to compete with include, for example, Sandoz International GmbH, or Sandoz, Hospira, Inc., or Hospira, Amgen Inc., Pfizer Inc., Boehringer Ingelheim GmbH, or Boehringer, Teva Pharmaceutical Industries, Ltd., Samsung Bioepis, Ltd. (a Merck/Biogen/Samsung biosimilar venture) and Hanwha Chemical Corporation, as well as other smaller companies such as Coherus Biosciences, Inc. and Celltrion, Inc. ANEW is currently aware that such competitors are engaged in the development of biosimilar product candidates to bevacizumab (Avastin) and expect that some of these competitors will commercialize their biosimilar products prior to ANEW, which could materially harm ANEW’s ability to gain market share.

Many of ANEW’s competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing and manufacturing organizations.

As a result, these companies may obtain regulatory approval more rapidly than ANEW is able to and may be more effective in selling and marketing their products. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. ANEW’s competitors may also succeed in developing, acquiring or licensing on an exclusive basis, products that are more effective or less costly than any product candidate that ANEW may develop; they may also obtain patent protection that could block ANEW’s products; and they may obtain regulatory approval, product commercialization and market penetration earlier than ANEW does.

If an improved version of a reference product, such as Avastin, is developed or if the market for the reference product significantly declines, sales or potential sales of ANEW’s biosimilar product candidates may suffer.

Originator companies may develop improved, or “biobetter,” versions of a reference product or change the product formulation as part of a life cycle extension strategy and may obtain regulatory approval of the improved version under a new or supplemental Biologics License Application (BLA) filed with the applicable regulatory authority. If the originator company succeeds in obtaining an approval of an improved biologic product, it may capture a significant share of the collective reference product market in the applicable jurisdiction and significantly reduce the market for the reference product and thereby the potential size of the market for ANEW’s biosimilar product candidates. In addition, the improved product may be protected by additional patent rights that may subject ANEW’s follow-on biosimilar product to claims of infringement.

ANEW currently has no marketing and sales organization. If ANEW is unable to establish sales and marketing capabilities in jurisdictions for which ANEW choose to retain commercialization rights, ANEW may be unable to generate any revenue.

To successfully commercialize any products that may result from ANEW’s development programs, ANEW will need to develop marketing and sales capabilities, either on ANEW’s own or with others. If ANEW’s product candidates receive regulatory approval, ANEW intends to establish a sales and marketing organization with technical expertise and supporting distribution capabilities to commercialize ANEW’s product candidates in major markets where ANEW may choose to retain commercialization rights. Doing so will be expensive, difficult and time-consuming. Any failure or delay in the development of ANEW’s internal sales, marketing and distribution capabilities would adversely impact the commercialization of ANEW’s products.

Further, given ANEW’s lack of prior experience in marketing and selling biosimilar products, ANEW’s initial estimate of the size of the required sales force may be materially more or less than the size of the sales force actually required to effectively commercialize ANEW’s product candidates. As such, ANEW may be required to hire substantially more sales representatives and medical support liaisons to adequately support the commercialization of ANEW’s product candidates or ANEW may incur excess costs as a result of hiring more sales representatives than necessary.

ANEW may need to enter into alliances with other companies that can provide capabilities and funds for the development and commercialization of ANEW’s product candidates. If ANEW is unsuccessful in forming or maintaining these alliances on favorable terms, ANEW’s business could be harmed.

Because ANEW has limited capabilities for late-stage product development, manufacturing, sales, marketing and distribution, ANEW has found it necessary to enter into alliances with other companies. In the future, ANEW may also find it necessary to form other alliances or joint ventures with major pharmaceutical companies to jointly develop and/or commercialize specific biosimilar product candidates. If ANEW is unable to secure or maintain such alliances ANEW may not have the capabilities necessary to continue or complete development of ANEW’s product candidates and bring them to market, which may have an adverse effect on ANEW’s business.

In addition to commercialization capabilities, ANEW may depend on ANEW’s alliances with other companies to provide substantial additional funding for development and potential commercialization of ANEW’s product candidates. ANEW may not be able to obtain funding on favorable terms from these alliances, and if ANEW is not successful in doing so, ANEW may not have sufficient funds to develop a particular product candidate internally or to bring product candidates to market. As a result, ANEW’s business and operating results may be harmed.

The third-party coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for new or current products could limit ANEW’s ability to market those products and decrease ANEW’s ability to generate revenue.

Pricing, coverage and reimbursement of ANEW’s biosimilar and gene therapy product candidates, if approved, may not be adequate to support ANEW’s commercial infrastructure. ANEW’s per-patient prices may not be sufficient to recover ANEW’s development and manufacturing costs and potentially achieve profitability. The availability and adequacy of coverage and reimbursement by governmental and private payors are essential for most patients to be able to afford expensive treatments such as ours, if approved. Accordingly, sales of ANEW’s product candidates will depend substantially, both domestically and abroad, on the extent to which the costs of ANEW’s product candidates will be

paid for by health maintenance, managed care, pharmacy benefit and similar healthcare management organizations or reimbursed by government authorities, private health insurers and other third- party payors. If coverage and reimbursement are not available, or are available only at insufficient levels, ANEW may not be able to successfully commercialize ANEW’s product candidates.

There is significant uncertainty related to third-party coverage and reimbursement of newly approved products. In the United States, third-party payors, including private and governmental payors such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs and biologics will be covered and reimbursed. The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs and biologics. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for ANEW’s biosimilar product candidates, if approved. In addition, in the United States, no uniform policy of coverage and reimbursement for biologics or gene therapy exists among third-party payors. Therefore, coverage and reimbursement can differ significantly from payor to payor. As a result, the process for seeking favorable coverage determinations often is time-consuming and costly and may require ANEW to provide scientific and clinical support for the use of ANEW’s products to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained. ANEW’s inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for any approved products could have a material adverse effect on ANEW’s operating results, ANEW’s ability to raise capital needed to commercialize products and ANEW’s overall financial condition.

ANEW’s biosimilar product candidates, if approved, will face price competition from both the respective reference products and other biosimilars.

Successful competitors in the biosimilar market will likely have the ability to effectively compete on price through payors and their third-party administrators who exert downward pricing pressure. It is possible ANEW’s competitors’ compliance with price discounting demands in exchange for market share could exceed ANEW’s capacity to respond in kind and reduce market prices beyond ANEW’s expectations. In addition, the RPS may compete effectively on price and limit ANEW’s ability to accrue market share. Such practices may limit ANEW’s and ANEW’s collaboration partners’ ability to increase market share and will also impact profitability.

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside ANEW’s control.

ANEW may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of ANEW’s clinical trials, and even once enrolled ANEW may be unable to retain a sufficient number of patients to complete any of ANEW’s trials. Patient enrollment and retention in clinical trials depends on many factors, including the size of the patient population, the nature of the trial protocol, the effectiveness of ANEW’s patient recruitment efforts, the existing body of safety and efficacy data with respect to the study candidate, the perceived risks and benefits of gene therapy approaches for the treatment of neurological diseases, the number and nature of competing existing treatments for ANEW’s target indications, the number and nature of ongoing trials for other product candidates in development for ANEW’s target indications, perceived risk of the delivery procedure, patients with pre-existing conditions that preclude their participation in any trial, the proximity of patients to clinical sites and the eligibility criteria for the study. Furthermore, the negative results ANEW has reported in clinical trials to date and any other negative results ANEW may report in clinical trials of any of ANEW’s gene therapy product candidates in the future may make it difficult or impossible to recruit and retain patients in other clinical trials of those gene therapy product candidates. Similarly, negative results reported by ANEW’s competitors about their product candidates may negatively affect patient recruitment in ANEW’s clinical trials. Delays or failures in planned patient enrollment or retention may result in increased costs, program delays or both, which could have a harmful effect on ANEW’s ability to develop ANEW’s gene therapy product candidates or could render further development impossible. In addition, ANEW expect to rely on contract research organizations (CROs) and clinical trial sites to ensure proper and timely conduct of ANEW’s future clinical trials and, while ANEW intends to enter into agreements governing their services, ANEW will be limited in ANEW’s ability to control their actual performance.

ANEW’s AAV-based gene therapy product candidates and ANEW’s lentiviral-based gene therapy product candidate are based on new gene transfer technology, which makes it difficult to predict the time and cost of product candidate development and of subsequently obtaining regulatory approval.

The use of gene therapy in the treatment of Alzheimer’s and ALS is new but promising. ANEW may experience problems or delays in developing new gene therapy product candidates and such problems or delays may cause unanticipated costs, and such development problems may not be solvable. ANEW may also experience delays in developing a sustainable, reproducible and scalable manufacturing process or transferring that process for ANEW’s gene therapy product candidates from their current manufacturers, which may prevent ANEW from completing ANEW’s clinical studies or commercializing ANEW’s products on a timely or profitable basis, if at all.

In addition, the clinical trial requirements of the FDA and other foreign regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary according to the type, complexity, novelty and intended use and market of such product candidates. The regulatory approval process for novel product candidates such as ours can be more expensive and take longer than for other, better known or more extensively studied product candidates. To date, only a limited number of gene therapies have received marketing authorization from the FDA or foreign regulatory authorities.

Until August 2017, the FDA had never approved a gene therapy product. Since that time, it has only approved a small number of product candidates. It is difficult to determine how long it will take or how much it will cost to obtain regulatory approvals for ANEW’s gene therapy product candidates in either the United States, or other major markets or how long it will take to commercialize ANEW’s gene therapy product candidates, if any are approved. Approvals by foreign regulatory authorities may not be indicative of what the FDA may require for approval, and vice versa.

Regulatory requirements governing gene therapy products have changed frequently and may continue to change in the future.

The FDA has established the Office of Tissues and Advanced Therapies within its Center for Biologics Evaluation and Research (“CBER”) to consolidate the review of gene therapy and related products, and has established the Cellular, Tissue and Gene Therapies Advisory Committee to advise the CBER in its review. If ANEW were to engage an NIH-funded institution, to conduct a clinical trial, that institution’s institutional biosafety committee as well as its IRB would need to review the proposed clinical trial to assess the safety of the trial. In addition, adverse developments in clinical trials of gene therapy products conducted by others may cause the FDA or other oversight bodies to change the requirements for approval of any of ANEW’s gene therapy product candidates. Similarly, foreign regulatory authorities may issue new guidelines concerning the development and marketing authorization for gene therapy medicinal products and require that ANEW comply with these new guidelines.

The FDA, NIH and the EMA have each expressed interest in further regulating biotechnology, including gene therapy and genetic testing.

Agencies at both the federal and state level in the United States, as well as the U.S. Congressional committees and other governments or governing agencies, have expressed interest in further regulating the biotechnology industry. Such action may delay or prevent commercialization of some or all of ANEW’s gene therapy product candidates. These regulatory review committees and advisory groups and any new guidelines they promulgate may lengthen the regulatory review process, require ANEW to perform additional studies, increase ANEW’s development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these product candidates or lead to significant post- approval limitations or restrictions. As ANEW advance ANEW’s gene therapy product candidates, ANEW will be required to consult with these regulatory and advisory groups and comply with applicable guidelines. If ANEW fail to do so, ANEW may be required to delay or discontinue development of certain of ANEW’s gene therapy product candidates. These additional processes may result in a review and approval process that is longer than ANEW otherwise would have expected. Delay or failure to obtain, or unexpected costs in obtaining, the regulatory approval necessary to bring a potential product to market could decrease ANEW’s ability to generate sufficient product revenue, and ANEW’s business, financial condition, results of operations and prospects would be materially and adversely affected.

Even if ANEW obtains FDA approval for ANEW’s gene therapy product candidates in the United States, ANEW may never obtain approval for or commercialize them in any other jurisdiction, which would limit ANEW’s ability to realize their full market potential.

In order to market any products in any particular jurisdiction, ANEW must establish and comply with numerous and varying regulatory requirements on a country-by-country basis regarding safety and efficacy. Approval by the FDA in the United States does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for ANEW and require additional nonclinical studies or clinical trials which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of ANEW’s products in those countries.

Even if ANEW’s product candidates receive marketing approval, they may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success.

Even if ANEW’s product candidates receive marketing approval, they may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical community, including due to the novelty of gene therapy products in general. If they do not achieve an adequate level of acceptance, ANEW may not generate significant product revenues and become profitable. The degree of market acceptance for ANEW’s product candidates, if approved for commercial sale, will depend on a number of factors, including but not limited to:

•        the efficacy and potential advantages compared to alternative treatments;

•        the effectiveness of sales and marketing efforts;

•        the cost of treatment in relation to alternative treatments, including any similar generic treatments;

•        ANEW’s ability to offer ANEW’s products for sale at competitive prices;

•        the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

•        the ethical, social and legal concerns about gene therapy;

•        the availability of third-party coverage and adequate reimbursement and patients’ willingness to pay for ANEW’s products in the absence of such coverage and adequate reimbursement;

•        the prevalence and severity of any side effects; and

•        any restrictions on the use of ANEW’s product together with other medications.

The failure of any of ANEW’s product candidates, if approved, to find market acceptance would harm ANEW’s business and could require ANEW to seek additional financing.

Negative public opinion and increased regulatory scrutiny of gene therapy and genetic research may damage public perception of ANEW’s product candidates or adversely affect ANEW’s ability to conduct ANEW’s business or obtain regulatory approvals for ANEW’s product candidates.

Gene therapy remains a novel technology, with only a limited number of gene therapy products approved to date. Public perception may be influenced by claims that gene therapy is unsafe, unethical or immoral, and gene therapy may not gain the acceptance of the public or the medical community. In particular, ANEW’s success will depend upon the comfort level of physicians to prescribe ANEW’s product candidates, in lieu of, or in addition to, existing or standard treatments they are already familiar with and for which greater clinical data may be available.

More restrictive government regulations or negative public opinion would have a negative effect on ANEW’s business or financial condition and may delay or impair the development and commercialization of ANEW’s gene therapy product candidates. Earlier gene therapy trials led to several well-publicized adverse events, including cases of leukemia and death seen in such trials using earlier generation vectors. In addition, there is the potential risk of delayed

adverse events following exposure to gene therapy products due to persistent biological activity of the genetic material or other components of products used to carry the genetic material. gene near a gene that is important in cell growth or division results in uncontrolled cell division, which could potentially enhance the risk of malignant transformation. If ANEW’s vectors demonstrate a similar effect, ANEW may decide or be required to halt or delay further clinical development of ANEW’s AAV-based product candidates.

Adverse events in ANEW’s clinical studies, even if not ultimately attributable to ANEW’s product candidates (such as the many adverse events that typically arise from the conditioning process), or adverse events in other lentiviral gene therapy trials, and the resulting publicity, could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of ANEW’s product candidates, stricter labeling requirements for those product candidates that are approved and a decrease in demand for any such product candidates.

Increasing demand for compassionate use or expanded access of ANEW’s unapproved therapies could negatively affect ANEW’s reputation and harm ANEW’s business.

ANEW is developing ANEW’s product candidates for life-threatening illnesses for which there are currently limited to no available therapeutic options. It is possible for individuals or groups to target companies with disruptive social media campaigns related to a request for access to unapproved drugs for patients with significant unmet medical need. If ANEW experience a similar social media campaign regarding ANEW’s decision to provide or not provide ANEW’s product candidates under an expanded access corporate policy, ANEW’s reputation may be negatively affected and ANEW’s business may be harmed.

Recent media attention to individual patients’ expanded access requests has resulted in the introduction of legislation at the local and national level referred to as “Right to Try” laws, such as the Right to Try Act, which are intended to give patients access to unapproved therapies. New and emerging legislation regarding expanded access to unapproved drugs for life-threatening illnesses could negatively impact ANEW’s business in the future.

A possible consequence of both activism and legislation in this area is the need for ANEW to initiate an unanticipated expanded access program or to make ANEW’s product candidates more widely available sooner than anticipated. ANEW is a small company with limited resources and unanticipated trials or access programs could result in diversion of resources from ANEW’s primary goals.

In addition, some patients who receive access to unapproved drugs through compassionate use or expanded access programs have life-threatening illnesses and have exhausted all other available therapies. The risk for serious adverse events in this patient population is high which could have a negative impact on the safety profile of ANEW’s product candidates could cause significant delays or an inability to successfully commercialize ANEW’s product candidates, which could materially harm ANEW’s business. If ANEW were to provide patients with ANEW’s product candidates under an expanded access program, ANEW may in the future need to restructure or pause ongoing compassionate use and/or expanded access programs in order to perform the controlled clinical trials required for regulatory approval and successful commercialization of ANEW’s product candidates, which could prompt adverse publicity or other disruptions related to current or potential participants in such programs.

Risks Related to ANEW’s Reliance on Third Parties

ANEW rely on third parties to manufacture and quality control test ANEW’s product candidates, to conduct ANEW’s preclinical and clinical trials, and perform other tasks for ANEW.

ANEW plans to rely upon contract research organizations (CROs) and contract process development and manufacturing organizations (CDMOs) to monitor and manage manufacturing supply and collect and manage data for ANEW’s ongoing preclinical and clinical programs and ANEW will rely on these parties for quality product supply, logistics, and execution of ANEW’s preclinical and clinical trials and regulatory submissions, and ANEW can only control certain aspects of their activities. Nevertheless, ANEW is responsible for ensuring that each of ANEW’s studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific requirements and standards and ANEW’s reliance on the CROs does not relieve ANEW of ANEW’s regulatory responsibilities. If ANEW, or any of ANEW’s CROs/CDMOs, service providers or investigators fails to comply with applicable regulations or GCPs, the data generated in ANEW’s preclinical and clinical trials may be deemed unreliable and the FDA, EMA

or comparable foreign regulatory authorities may require ANEW to perform additional preclinical and clinical trials before approving ANEW’s marketing applications. Failure to comply by any of the participating parties or ourselves with these regulations may require ANEW to repeat clinical trials, which would delay the regulatory approval process.

ANEW expects to depend on third parties for the commercialization of ANEW’s biosimilar and gene therapy product candidates in certain major markets outside the United States, and their failure to commercialize in those markets could harm ANEW’s business and operating results.

ANEW will try to maximize the value of ANEW’s product pipeline by retaining development and commercialization rights in the United States and continuing to selectively out-license to ex-U.S. markets. Accordingly, ANEW will need to identify third-parties and then negotiate the terms of the development and commercialization agreements for major ex-U.S. markets, such as the EU and Japan. ANEW may not be successful in identifying contract counterparties, and ANEW may not be able to reach agreements with such parties on terms that are as favorable to ANEW’s company as ANEW would anticipate. If these entities fail to exercise commercially reasonable efforts to market and sell ANEW’s products in their respective licensed jurisdictions or are otherwise ineffective in doing so, ANEW’s business will be harmed and ANEW may not be able to adequately remedy the harm through negotiation, litigation, arbitration or termination of the license agreements.

ANEW and RLS and ANEW’s gene therapy CDMO are subject to significant regulation with respect to manufacturing ANEW’s product candidates. RLS and the CDMO’s manufacturing facilities may not continue to meet regulatory requirements or may not be able to meet supply demands.

Components of a finished therapeutic product approved for commercial sale or used in late-stage clinical trials must be manufactured in accordance with cGMP and other applicable regulations. Poor control of production processes can lead to the introduction of contaminants or to inadvertent changes in the properties or stability of ANEW’s product candidates that may not be detectable in final product testing. ANEW must supply all necessary documentation in support of a BLA or MAA on a timely basis and must adhere to GLP and cGMP regulations enforced by the FDA and other regulatory agencies through their facilities inspection program. In addition, the regulatory authorities may, at any time, audit or inspect ANEW’s manufacturing facility or ANEW’s associated quality systems for compliance with the regulations applicable to the activities being conducted. If ANEW’s facilities do not pass a pre-approval facility inspection, regulatory approval of the products may not be granted or may be substantially delayed until any violations are corrected to the satisfaction of the regulatory authority, if ever. If RLS or other CDMOs fail to maintain regulatory compliance, the FDA or other applicable regulatory authority can impose regulatory sanctions including, among other things, refusal to approve a pending application for a new biologic product, withdrawal of an approval or suspension of production. As a result, ANEW’s business, financial condition and results of operations may be harmed.

The regulatory authorities also may, at any time following approval of a product for sale, audit ANEW’s manufacturing facilities. If any such inspection or audit identifies a failure to comply with applicable regulations or if a violation of ANEW’s product specifications or applicable regulations occurs independent of such an inspection or audit, the relevant regulatory authority may require remedial measures that may be costly and time-consuming for ANEW to implement and that may include the temporary or permanent suspension of a clinical trial or commercial sales or the temporary or permanent closure of ANEW’s facility. Any such remedial measures could harm ANEW’s business.

Risks Related to Intellectual Property

If ANEW infringes or is alleged to infringe intellectual property rights of third parties, ANEW’s business could be harmed. Third-party claims of intellectual property infringement may prevent or delay ANEW’s development and commercialization efforts.

ANEW’s commercial success depends in large part on avoiding infringement of the patents and proprietary rights of third parties. There have been many lawsuits and other proceedings involving patent and other intellectual property rights in the pharmaceutical industry, including patent infringement lawsuits, interferences, oppositions and reexamination proceedings before the U.S. Patent and Trademark Office, or USPTO, and corresponding foreign patent offices. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties,

exist in the fields in which ANEW is developing product candidates. As the pharmaceutical industry expands and more patents are issued, the risk increases that ANEW’s product candidates may be subject to claims of infringement of the patent rights of third parties.

ANEW’s research, development and commercialization activities may infringe or otherwise violate or be claimed to infringe or otherwise violate patents owned or controlled by other parties. The companies that originated the products for which ANEW intend to introduce biosimilar versions, such as Genentech, Inc., or Roche, as well as other competitors (including other companies developing biosimilars) have developed worldwide patent portfolios of varying sizes and breadth, many of which are in fields relating to ANEW’s business, and it may not always be clear to industry participants, including ANEW, which patents cover various types of products, formulations, manufacturing processes or methods of use.

Third parties may assert that ANEW is employing their proprietary technology without authorization.

There may be third-party patents or patent applications with claims to compositions, formulations, methods of manufacture or methods for treatment related to the use or manufacture of ANEW’s product candidates. ANEW has conducted patent searches for third-party patents with respect to each of ANEW’s lead product candidates, and is not aware of third-party patent families with claims that, if valid and enforceable, could be construed to cover such product candidates or their respective methods of manufacture. , ANEW cannot guarantee that any of ANEW’s analyses are complete and thorough, nor can ANEW be sure that ANEW has identified each and every patent and pending application in the United States and abroad that is relevant or necessary to the commercialization of ANEW’s product candidates.

Moreover, because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents covering ANEW’s product candidates. The existence of any patent with valid and enforceable claims covering one or more of ANEW’s product candidates could cause substantial delays in ANEW’s ability to introduce a biosimilar candidate into the U.S. market if the term of such patent extends beyond ANEW’s desired product launch date.

Moreover, ANEW may face claims from non-practicing third-party entities that have no relevant product revenue and against whom ANEW’s own patent portfolio may have no deterrent effect. In addition, the scope of patent claims is subject to interpretation by the courts, and the interpretation is not always uniform. If ANEW is sued for patent infringement, ANEW would need to demonstrate that ANEW’s product candidates, products or methods either do not infringe the asserted patent claims or that the claims are invalid and/or unenforceable, and ANEW may not be successful. Even if ANEW is successful in litigation, ANEW may incur substantial costs and the time and attention of ANEW’s management and scientific personnel could be diverted, which could harm ANEW’s business. In addition, ANEW may not have sufficient resources to bring these actions to a successful conclusion.

Third parties could bring claims against ANEW that would cause ANEW to incur substantial expenses and, if successful against ANEW, could cause ANEW to pay substantial monetary damages.

The outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. If a patent infringement suit were brought against ANEW, ANEW could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. Ultimately, ANEW could be prevented from commercializing a product or be forced to cease some aspect of ANEW’s business operations if, as a result of actual or threatened patent infringement claims, ANEW is unable to enter into licenses on commercially acceptable terms or at all. If, as a result of patent infringement claims or to avoid potential claims, ANEW choose or are required to seek licenses from third parties, these licenses may not be available on acceptable terms or at all. Even if ANEW is able to obtain a license, the license may obligate ANEW to pay substantial license fees or royalties or both, and the rights granted to ANEW might be nonexclusive, which could result in ANEW’s competitors gaining access to the same intellectual property.

Moreover, parties making claims against ANEW may obtain injunctive or other equitable relief, which could effectively block ANEW’s ability to further develop and commercialize one or more of ANEW’s product candidates. Defense of these claims, regardless of their merit, would likely involve substantial litigation expense and would likely be a substantial diversion of employee resources from ANEW’s business. In the event of a successful claim of infringement against ANEW, ANEW may, in addition to being blocked from the market, have to pay substantial

monetary damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign ANEW’s infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.

So called “submarine” patents may be granted to ANEW’s competitors that may significantly alter ANEW’s launch timing expectations, reduce ANEW’s projected market size, cause ANEW to modify ANEW’s products or processes or block ANEW from the market altogether.

The term “submarine” patent has been used in the pharmaceutical industry and in other industries to denote a patent issuing from a U.S. application with an effective filing date prior to June 8, 1995 that was not published, publically known or available prior to its grant. Submarine patents add substantial risk and uncertainty to ANEW’s business. Submarine patents may be issued to ANEW’s competitors covering ANEW’s biosimilar product candidates or ANEW’s pipeline candidates and thereby cause significant market entry delay, defeat ANEW’s ability to market ANEW’s product candidates or cause ANEW to abandon development and/or commercialization of a product candidate. The issuance of one or more submarine patents may harm ANEW’s business by causing substantial delays in ANEW’s ability to introduce a biosimilar candidate into the U.S. market.

ANEW may not identify relevant patents or may incorrectly interpret the relevance, scope or expiration of a patent, which might adversely affect ANEW’s ability to develop and market ANEW’s products.

The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. ANEW’s products or pipeline molecules.

Further, the identification of all patents and their expiration dates relevant to the production and sale of a reference product is extraordinarily complex and requires sophisticated legal knowledge in the relevant jurisdiction. It may be impossible to identify all patents in all jurisdictions relevant to a marketed product. ANEW may not identify all relevant patents, or incorrectly determine their expiration dates, which may negatively impact ANEW’s ability to develop and market ANEW’s products. ANEW’s failure to identify and correctly interpret relevant patents may negatively impact ANEW’s ability to develop, market and commercialize ANEW’s products.

ANEW may become involved in lawsuits to protect or enforce any future patents, which could be expensive, time-consuming and unsuccessful.

Although ANEW has no issued patents, when and if ANEW does obtain issued patents, ANEW may discover that competitors are infringing those patents. Expensive and time-consuming litigation may be required to enforce ANEW’s patents. If ANEW or one of ANEW’s collaboration partners were to initiate legal proceedings against a third party to enforce a patent covering one of ANEW’s product candidates, the defendant could counterclaim that the patent covering ANEW’s product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. The outcome following legal assertions of invalidity and unenforceability is unpredictable, and there is a risk that a court will decide that a patent of ours is invalid or unenforceable, in whole or in part, and that ANEW does not have the right to stop the other party from using the invention at issue. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly and decide that ANEW does not have the right to stop the other party from using the invention at issue on the grounds that ANEW’s patent claims do not cover the invention. An adverse outcome in a litigation or proceeding involving ANEW’s patents could limit ANEW’s ability to assert ANEW’s patents against those parties or other competitors, and may curtail or preclude ANEW’s ability to exclude third parties from making and selling similar or competitive products. Any of these occurrences could adversely affect ANEW’s competitive business position, business prospects and financial condition.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of ANEW’s confidential information could be compromised by disclosure during any litigation ANEW initiates to enforce ANEW’s patents. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a negative impact on the price of ANEW’s common stock. Moreover, there can be no assurance that ANEW will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if ANEW ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of ANEW’s management and scientific personnel could outweigh any benefit ANEW receives as a result of the proceedings.

ANEW may be unable to obtain and maintain effective patent rights for ANEW’s product candidates or any future product candidates.

While ANEW’s principal focus in matters relating to intellectual property is related to the gene and cell therapy programs, to avoid infringing the valid and enforceable rights of third parties involved in biosimilars, ANEW also relies upon a combination of licensed patents, trade secret protection and confidentiality agreements to protect ANEW’s own intellectual property related to ANEW’s product candidates and development programs. ANEW’s ability to enjoy any competitive advantages afforded by ANEW’s own intellectual property depends in large part on ANEW’s ability to obtain and maintain patents and other intellectual property protection in the United States and in other countries with respect to various proprietary elements of ANEW’s product candidates, such as, for example, ANEW’s product formulations and processes for manufacturing ANEW’s products and ANEW’s ability to maintain and control the confidentiality of ANEW’s trade secrets and confidential information critical to ANEW’s business.

Although it has not filed patents to date, ANEW plans to seek to protect ANEW’s proprietary position by filing patent applications in the United States and abroad related to ANEW’s products that are important to ANEW’s business. This process is expensive and time-consuming, and ANEW may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that ANEW will fail to identify patentable aspects of ANEW’s research and development output before it is too late to obtain patent protection. There is no guarantee that any patent application ANEW file will result in an issued patent having claims that protect ANEW’s products; and, as a result, ANEW may not be able to effectively prevent others from commercializing competitive products. Additionally, while the basic requirements for patentability are similar across jurisdictions, each jurisdiction has its own specific requirements for patentability. ANEW cannot guarantee that ANEW will obtain identical or similar patent protection covering ANEW’s products in all jurisdictions where ANEW files patent applications.

The patent positions of biopharmaceutical companies generally are highly uncertain and involve complex legal and factual questions for which legal principles remain unresolved. As a result, the claims that cover ANEW’s product candidates in the United States or in other foreign countries for many reasons. There is no assurance that all potentially relevant prior art relating to ANEW’s patents and patent applications has been found, considered or cited during patent prosecution, which can be used to invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover ANEW’s product candidates, third parties may challenge their validity, enforceability or scope, which may result in such patent claims being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, ANEW’s patents and patent applications may not adequately protect ANEW’s intellectual property, provide exclusivity for ANEW’s product candidates or prevent others from designing around ANEW’s claims. Any of these outcomes could impair ANEW’s ability to prevent competitors from using the technologies claimed in any patents issued to ANEW, which may have an adverse impact on ANEW’s business.

Patents granted by the European Patent Office may be opposed by any person within nine months from the publication of their grant and, in addition, may be challenged before national courts at any time. Furthermore, even if they are unchallenged, ANEW’s patents and patent applications may not adequately protect ANEW’s intellectual property or prevent others from designing around ANEW’s claims. If the breadth or strength of protection provided by the patents and patent applications ANEW hold, license or pursue with respect to ANEW’s product candidates is threatened, it could threaten ANEW’s ability to prevent third parties from using the same technologies that ANEW uses in ANEW’s product candidates.

Obtaining and, once patents are obtained, maintaining ANEW’s patent protection will depend on compliance with various procedural requirements, document submissions, fee payment and other requirements imposed by governmental patent agencies. ANEW’s patent protection could be reduced or eliminated for non-compliance with these requirements.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case and it may materially affect ANEW’s business.

If ANEW’s operations are found to be in violation of any laws or any other governmental regulations that apply to ANEW, ANEW may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, disgorgement, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of ANEW’s operations, any of which could adversely affect ANEW’s ability to operate ANEW’s business and ANEW’s results of operations. Defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. Therefore, even if ANEW is successful in defending against any such actions that may be brought against ANEW, ANEW’s business may be impaired.

If ANEW fails to comply with environmental, health and safety laws and regulations, ANEW could become subject to fines or penalties or incur costs that could harm ANEW’s business.

ANEW’s research, development and manufacturing activities and ANEW’s third-party suppliers’ activities involve the controlled storage, use and disposal of hazardous materials, including the components of ANEW’s product candidates and other hazardous compounds. ANEW and ANEW’s suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardous materials. In some cases, these hazardous materials and various wastes resulting from their use are stored at ANEW’s facilities pending their use and disposal. ANEW cannot eliminate the risk of contamination, which could cause an interruption of ANEW’s commercialization efforts, research, development and manufacturing efforts and business operations, and environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. Although ANEW believes that the safety procedures utilized by ANEW for handling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, ANEW cannot guarantee that this is the case or eliminate the risk of accidental contamination or injury from these materials. In such an event, ANEW may be held liable for any resulting damages and such liability could exceed ANEW’s resources and state or federal or other applicable authorities may curtail ANEW’s use of certain materials and/or interrupt ANEW’s business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. ANEW cannot predict the impact of such changes and cannot be certain of ANEW’s future compliance. ANEW does not currently carry biological or hazardous waste insurance coverage.

General Risks

ANEW is subject to a variety of stringent and changing privacy and data security laws, contractual obligations, self-regulatory schemes, government regulation, and standards related to data privacy and security. The actual or perceived failure by ANEW, ANEW’s partners, or vendors to comply with such obligations could harm ANEW’s reputation, subject ANEW to significant fines and liability, disrupt ANEW’s clinical trials, or otherwise adversely affect ANEW’s business.

ANEW collects, receives, stores, processes, uses, generates, transfers, discloses, make accessible, protects and shares personal information and other information, including information ANEW collect about patients and healthcare providers in connection with clinical trials in the U.S. and abroad, to operate ANEW’s business, for legal and marketing purposes, and for other business-related purposes.

There are numerous federal, state, local, and international laws, regulations, and guidance regarding privacy, and information use, storage and security, the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent or in conflict with other rules among jurisdictions. For example, US States have also begun to introduce more and more comprehensive privacy legislation. The California Consumer Privacy Act of 2018, or CCPA, affords consumers expanded privacy protections. Aspects of the CCPA and its interpretation and enforcement remain uncertain. The potential effects of the CCPA are far-reaching and may require ANEW to modify ANEW’s data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

ANEW is also subject to the terms of ANEW’s privacy and security policies, representations, certifications, standards, publications and frameworks, or Privacy Policies, and contractual obligations to third parties related to privacy, and information use, storage and security. While ANEW strive to comply with applicable data protection laws ANEW may at times fail to do so, or may be perceived to have failed to do so. Moreover, despite ANEW’s efforts, ANEW may not be successful in achieving compliance if ANEW’s personnel, partners or vendors do not comply with

applicable laws, Privacy Policies and other obligations. In such event, such failure or perceived failure could: increase ANEW’s compliance and operational costs; expose ANEW to regulatory scrutiny, actions, fines and penalties; result in reputational harm; interrupt or stop clinical trials; result in litigation and liability; result in an inability to process personal information or to operate in certain jurisdictions; and cause a material adverse impact to business operations or financial results.

If ANEW’s security measures are compromised now, or in the future, or the security, confidentiality, integrity or availability of, ANEW’s information technology, software, services, communications or data is compromised, limited or fails, it could result in material harm to ANEW’s business.

In the ordinary course of ANEW’s business, ANEW may collect, process and store proprietary, confidential and sensitive information, including personal information (including health information), intellectual property, trade secrets, and proprietary business information owned or controlled by ourselves or other parties. ANEW may use third-party service providers and sub-processors to help ANEW operate ANEW’s business and engage in use of daya on ANEW’s behalf. ANEW may also share sensitive information with ANEW’s partners or other third parties in conjunction with ANEW’s business. If ANEW, ANEW’s service providers, partners or other relevant third parties have experienced, or in the future experience, any security incident(s) that result in, any data loss, deletion or destruction, unauthorized access to, loss of, unauthorized acquisition or disclosure of, or compromise related to the security, confidentiality, integrity or availability of ANEW’s information technology, software, services, communications or data (or those of ANEW’s service providers, partners or other relevant third parties), it may have a material adverse effect on ANEW’s business, including without limitation, regulatory investigations or enforcement actions, litigation, indemnity obligations, negative publicity and financial loss. For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in ANEW’s regulatory approval efforts and could require ANEW to incur substantial cost to recover or reproduce such data.

In addition, cyberattacks, malicious internet-based activity and online and offline fraud are prevalent and continue to increase. In addition to traditional computer “hackers,” threat actors, software bugs, malicious code (such as viruses and worms), employee theft or misuse, denial-of-service attacks (such as credential stuffing), and ransomware attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). ANEW may also be the subject of phishing attacks, viruses, malware installation, server malfunction, software or hardware failures, loss of data or other computer assets, adware or other similar issues.

ANEW may be required to expend significant resources, fundamentally change ANEW’s business activities and practices, or modify ANEW’s operations, including ANEW’s clinical trial activities or information technology, in an effort to protect against data breaches and to mitigate, detect, and remediate actual and potential vulnerabilities. Applicable laws may require ANEW to implement specific security measures or use industry-standard or reasonable measures to protect against data breaches. While ANEW has implemented security measures designed to protect against data breaches there can be no assurance that ANEW’s measures or those of ANEW’s service providers, partners and other third parties, will be effective in protecting against all data breaches and material adverse impacts that may arise from such breaches. The recovery systems, security protocols, network protection mechanisms and other security measures that ANEW (and the third parties that ANEW works with) have integrated into ANEW’s platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize data breaches, may not be adequate to prevent or detect service interruption, system failure or data loss.

ANEW may not have adequate insurance coverage in the event of a Security Breach. ANEW cannot assure that ANEW’s existing coverage will be adequate or otherwise protect ANEW from or adequately mitigate liabilities or damages with respect to claims ANEW may experience, or that such coverage will continue to be available on acceptable terms or at all. The successful assertion of one or more large claims against ANEW that exceeds ANEW’s available insurance coverage, or results in changes to ANEW’s insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on ANEW’s business. In addition, ANEW cannot be sure that ANEW’s existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that ANEW’s insurers will not deny coverage as to any future claim.

Risks Related to Public Company Requirements

ANEW’s management team has limited experience managing a public company.

Most members of ANEW’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. ANEW’s management team may not successfully or efficiently manage ANEW’s transition to a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from ANEW’s senior management and could divert their attention away from the day-to-day management of ANEW’s business, which could adversely affect its business, results of operations, cash flows and financial condition. In addition, ANEW expects to hire additional personnel to support its operations as a public company, which will increase its operating costs in future periods.

The requirements of being a public company may strain ANEW’s resources and distract its management, which could make it difficult to manage its business, particularly after ANEW is no longer an “emerging growth company.”

Following the completion of the business combination, ANEW will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to ANEW and could have a negative effect on ANEW’s results of operations, financial condition or business.

As a public company, ANEW will be subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on ANEW’s systems and resources. The Exchange Act requires that ANEW file annual, quarterly and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires that ANEW implement and maintain effective disclosure controls and procedures and internal controls over financial reporting. To implement, maintain and improve the effectiveness of its disclosure controls and procedures, ANEW will need to commit significant resources, hire additional staff and provide additional management oversight. ANEW will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining its growth also will require ANEW to commit additional management, operational and financial resources to identify new professionals to join it and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on ANEW’s results of operations, financial condition or business.

Following the completion of the business combination, the Combined Company will qualify as an “emerging growth company” as defined in the JOBS Act, and ANEW intends to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in the combined company’s periodic reports and proxy statements. ANEW may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.

ANEW’s independent registered public accounting firm will not be required to formally attest to the effectiveness of the combined company’s internal control over financial reporting until the later of its second annual report or the first annual report required to be filed with the SEC following the date the combined company is no longer an “emerging growth company” as defined in the JOBS Act.

When these exemptions cease to apply, ANEW expects to incur additional expenses and devote increased management effort toward ensuring compliance with them. ANEW cannot predict or estimate the amount of additional costs it may incur as a result of becoming a public company or the timing of such costs.

Risks Related to Redwoods and the Business Combination

The Sponsor and the Insiders have agreed to vote in favor of the business combination, regardless of how Redwoods’ public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and the Insiders have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement/prospectus, the Sponsor and the Insiders own shares equal to approximately 20% of Redwoods’ issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and the Insiders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the Redwoods Board and certain Redwoods officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the Redwoods Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of Redwoods have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

•        the fact that the Sponsor and the Insiders have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the continued right of the Sponsor to hold Redwood Common Stock and the shares of Redwood Common Stock to be issued to the Sponsor upon exercise of its private units following the Transactions, subject to certain lock-up periods;

•        if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.10 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

•        the fact that the Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

•        the fact that the Sponsor and the Insiders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination within the completion window; and

•        the fact that the Sponsor paid an aggregate of approximately $5,300,000 for its 530,000 private units to purchase shares of Redwood Common Stock and that such private units will expire worthless if a business combination is not consummated within the completion window.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting ANEW, completing a business combination with ANEW and may influence their operation of the Combined Company following the business combination. This risk may become more acute as the deadline of

October 4, 2023 (or December 4, 2023 if Redwoods has extended the deadline for completing the business combination on a month to month basis by contributing $120,000 per month to Redwoods’ trust account in accordance with the current certificate of incorporation) for completing an initial business combination nears.

The Redwoods Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Redwoods stockholders that they vote “FOR” the proposals presented at the special meeting

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock and public warrants are currently listed on the Nasdaq and we expect them to be listed on Nasdaq upon consummation of the business combination. Our continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that the Combined Company will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the Combined Company’s common stock from trading on its exchange for failure to meet the listing standards, Redwoods’ stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Redwoods’ securities;

•        reduced liquidity for Redwoods’ securities;

•        a determination that Redwoods’ common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Redwoods’ securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by Redwoods within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Redwoods for services rendered or contracted for or products sold to Redwoods. If Redwoods consummates a business combination, including the Transactions, on the other hand, Redwoods will be liable for all such claims. Neither Redwoods nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Redwoods. Please see the section entitled “Other Information Related to Redwoods — Liquidation if no Business Combination” for further information. If Redwoods is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to advance Redwoods the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of Redwoods’ officers and directors has an economic interest in shares of Redwoods’ common stock, warrants and rights to purchase shares of Redwoods’ common stock through his or her ownership of membership interests in the Sponsor, but does not beneficially own any of Redwoods’ common stock or warrants. In considering the recommendations of the Redwoods Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus, Redwoods’ stockholders should consider these interests.

The exercise of Redwoods’ directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in Redwoods’ stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Business Combination Agreement, would require Redwoods to agree to amend the Business Combination Agreement, to consent to certain actions taken by ANEW or to waive rights that Redwoods is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of ANEW’s business, a request by ANEW to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on ANEW’s business and would entitle Redwoods to terminate the Business Combination Agreement. In any of such circumstances, it would be at Redwoods’ discretion, acting through the Redwoods Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Redwoods and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Redwoods does not believe there will be any material changes or waivers that Redwoods’ directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Redwoods will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

If Redwoods is unable to complete the Transactions or another initial business combination by October 4, 2023 (or December 4, 2023 if Redwoods has extended the deadline for completing the business combination on a month to month basis by contributing $120,000 per month to Redwoods’ trust account in accordance with the current certificate of incorporation), Redwoods will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Redwoods Board, dissolving and liquidating. In such event, third parties may bring claims against Redwoods and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.10 per share.

Under the terms of Redwoods’ current certificate of incorporation, Redwoods must complete a business combination before the end of the completion window, or Redwoods must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Redwoods Board, dissolving and liquidating. In such event, third parties may bring claims against Redwoods. Although Redwoods has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Redwoods’ public stockholders. If Redwoods is unable to complete a business combination within the completion window, the executive officers have agreed they will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Redwoods for services rendered or contracted for or products sold to Redwoods. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.10 due to such claims.

Additionally, if Redwoods is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Redwoods otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Redwoods may not be able to return to its public stockholders at least $10.10 per share.

Redwoods’ stockholders may be held liable for claims by third parties against Redwoods to the extent of distributions received by them.

If Redwoods is unable to complete the Transactions or another business combination within the completion window, Redwoods will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the 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 its remaining stockholders and the Redwoods Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Redwoods cannot assure you that it will properly assess all claims that may be potentially brought against Redwoods. As such, Redwoods’ stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Redwoods cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Redwoods.

If Redwoods is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Redwoods’ stockholders. Furthermore, because Redwoods intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Redwoods Board may be viewed as having breached their fiduciary duties to Redwoods’ creditors and/or may have acted in bad faith, and thereby exposing itself and Redwoods to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Redwoods cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Redwoods stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on Redwoods’ stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Redwoods or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Redwoods common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Redwoods common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting. As of the date of this proxy statement/prospectus, no such transactions have occurred nor are they planned to occur.

Redwoods’ stockholders will experience dilution as a consequence of, among other transactions, the issuance of Redwood Common Stock as consideration in the business combination. Having a minority share position may reduce the influence that Redwoods’ current stockholders have on the management of Redwoods.

Upon completion of the Transactions, we anticipate that: (1) ANEW stockholders are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Redwoods’ public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest

assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Redwoods stockholders in the Combined Company will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

		Assuming no redemption					Assuming maximum redemption
		shares		%			shares		%
ANEW stockholders		6,000,000		34.0	%		6,000,000		49.0	%
Redwoods private and other stockholders		3,405,000		19.3	%		3,405,000		27.8	%
Redwoods public and private rights(a)		1,203,000		6.8	%		1,203,000		9.8	%
Redwoods public stockholders		5,396,650		30.6	%		—		0.0	%
Convertible debt converted to shares of Redwood’s common stock at closing		610,000		3.5	%		610,000		5.0	%
Redwoods underwriting fees and other fees due at closing		1,023,250		5.8	%		1,023,250		8.4	%
Total		17,637,900		100.0	%		12,241,250		100.0	%

____________

(a)      Public and private units issued simultaneously and subsequent to the March 30, 2022 registration statement will receive one-tenth (1/10) of a share of redwoods common stock upon the consummation of an initial business combination.

Having a minority ownership interest in the Combined Company may reduce the influence that Redwoods’ public stockholders have on the management of Redwoods. See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

A significant portion of the Combined Company’s Common Stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of the Combined Company’s Common Stock to drop significantly, even if our business is doing well.

The market price of shares of the Combined Company’s Common Stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

After the business combination, it is anticipated that there will be outstanding (i) approximately [_] shares of the Combined Company’s Common Stock (assuming that no shares of Redwood Common Stock are elected to be redeemed by Redwoods stockholders) and (ii) warrants to purchase approximately [_] shares of the Combined Company’s Common Stock are not exercised.

Concurrently with the execution of the Business Combination Agreement, Redwoods and certain existing stockholders of ANEW who, in each case, will receive Redwoods Common Stock in connection with the Transactions, entered into a lock-up agreement to be effective upon the Closing, pursuant to which each of them agreed not to, without Redwoods’ prior written consent, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Redwoods Common Stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares of Redwoods Common Stock, whether any of these transactions are to be settled by delivery of any such shares of Redwoods Common Stock, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any short sales with respect to any security of Redwoods for a period of six months following the Closing. However, following the expiration of such lock-up period, the Sponsor and the other lock-up parties will not be restricted from selling the Combined Company securities held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of the Combined Company’s Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Combined Company’s Common Stock. For a summary of the terms of the Lock-Up Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination —  Lock-Up Agreement.”

In addition, contingent upon the Closing, Redwoods and the Sponsor will amend and restate Redwoods’ existing Registration Rights Agreement to amend and restate the existing registration rights of the Sponsor and to grant holders of Redwoods Common Stock, including certain current ANEW stockholders (and their permitted transferees) following the Closing, certain registration rights with respect to securities of Redwoods, including: (i) the right to require Redwoods to register the registrable securities that they hold on customary terms for a transaction of this type, including customary demand and piggyback registration rights for resale, pursuant to Rule 415 under the Securities Act; (ii) the right to initiate underwritten offerings, including block trades; (iii) a requirement that Redwoods file the Form S-1 with the SEC within 20 business days of the Closing; and (iv) a requirement that Redwoods pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act. For a summary of the terms of the Registration Rights Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Registration Rights Agreement.”

The Sponsor beneficially owns a significant equity interest in Redwoods, and will continue to own a significant interest in the Combined Company, and may take actions that conflict with your interests.

The interests of Sponsor may not align with the interests of Redwoods and its other stockholders. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with Redwoods. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to Redwoods’ business and, as a result, those acquisition opportunities may not be available to us.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank could have the following effects:

•        your proportionate ownership interest in the Combined Company will decrease;

•        the relative voting strength of each previously outstanding share of common stock may be diminished; or

•        the market price of our shares of the Combined Company stock may decline.

We have no operating history and our results of operations and those of the Combined Company may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

Redwoods is a blank check company with no operating history or results.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of loss of the Combined Company combines the historical audited results of operations of Redwoods.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Redwoods and ANEW have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Redwoods if the business combination is not completed.

Redwoods and ANEW expect to incur significant costs associated with the business combination. Even if the business combination is not completed, Redwoods expects to incur approximately $[_] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Redwoods if the business combination is not completed.

Even if Redwoods consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of Redwoods’ warrants may be amended.

The exercise price for Redwoods public warrants is $11.50 per share of Redwood Common Stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If Redwoods is unable to complete an initial business combination, Redwoods’ warrants may expire worthless.

If Redwoods is unable to complete an initial business combination, Redwoods’ warrants may expire worthless.

Redwoods and ANEW will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on Redwoods and ANEW. These uncertainties may impair our or ANEW’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or ANEW’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If Redwoods’ due diligence investigation of the ANEW business was inadequate, then stockholders of Redwoods following the business combination could lose some or all of their investment.

Even though Redwoods conducted a due diligence investigation of the ANEW business, Redwoods cannot be sure that this diligence uncovered all material issues that may be present inside the ANEW business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ANEW business and outside of its control will not later arise.

Following the consummation of the business combination, the Combined Company’s only significant asset will be its ownership interest in the ANEW business, and such ownership may not be sufficiently profitable or valuable to enable the Combined Company to satisfy the Combined Company’s other financial obligations. The Combined Company does not anticipate paying any cash dividends for the foreseeable future.

Following the consummation of the business combination, the Combined Company will have no direct operations and no significant assets other than its ownership interest in the ANEW business. The Combined Company will depend on the ANEW business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the ANEW business may not be sufficient to pay dividends or make distributions or loans to enable the Combined Company to pay any dividends on the common stock or satisfy its other financial obligations.

In addition, ANEW has never declared or paid cash dividends on its capital stock, and it does not anticipate paying any cash dividends in the foreseeable future. ANEW currently intends to retain its future earnings, if any, for the foreseeable future, to fund the development and growth of its business. Any future determination to pay dividends will be at the discretion of the Combined Company’s board of directors and will be dependent upon its financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as the board of directors may deem relevant. As a result, capital appreciation in the price of the Combined Company’s common stock, if any, will be your only source of gain on an investment in the Combined Company’s common stock.

Please see the sections titled “Redwoods’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “ANEW’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

The amended and restated bylaws that will be effective following the completion of the business combination designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Combined Company stockholders, which could limit the ability of the Combined Company’s stockholders to obtain a favorable judicial forum for disputes with the Combined Company or with directors, officers or employees of the Combined Company and may discourage stockholders from bringing such claims.

Under the amended and restated bylaws that will be effective following the completion of the business combination, unless the Combined Company consents in writing to the selection of an alternative forum, the sole and exclusive forum will be a state court within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) for:

•        any derivative action or proceeding brought on behalf of the Combined Company;

•        any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Combined Company to the Combined Company or the Combined Company’s stockholders;

•        any action asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company arising pursuant to any provision of the DGCL or the Combined Company’s certificate of incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time); or

•        any action asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company governed by the internal affairs doctrine.

For the avoidance of doubt, the foregoing provisions of the amended and restated bylaws will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the amended and restated bylaws will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Although investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, any person or entity purchasing or otherwise acquiring any interest in shares

of the Combined Company’s capital stock will be deemed to have notice of, and consented to, the provisions of the amended and restated bylaws described in the preceding sentences. These provisions of the amended and restated bylaws could limit the ability of the Combined Company stockholders to obtain a favorable judicial forum for certain disputes with the Combined Company or with its directors, officers or other employees, which may discourage such lawsuits against the Combined Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of the amended and restated bylaws inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.

Some provisions of Delaware law and the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the business combination may deter third parties from acquiring the Combined Company and diminish the value of the Combined Company’s common stock.

The Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the business combination will provide for, among other things:

•        the ability of the Combined Company’s board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire the Combined Company or otherwise effect a change in control;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and

•        certain limitations on convening special stockholder meetings.

In addition, in the second amended and restated certificate of incorporation, the Combined Company has not opted out of Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•        prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•        upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•        at or subsequent to that time, the business combination is approved by ANEW’s board of directors and by the affirmative vote of holders of at least two-thirds of the votes of ANEW’s outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the votes of ANEW’s outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Combined Company for a three-year period. This provision may encourage companies interested in acquiring the Combined Company to negotiate in advance with its board of directors because the stockholder approval requirement would be avoided if the Combined Company’s board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Combined Company’s board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

These provisions in the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of the Combined Company that is in the best interest of its minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of the Combined Company’s common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to the Combined Company board of directors and take other corporate actions.

Subsequent to the completion of the business combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Redwoods has conducted due diligence on the ANEW business, Redwoods cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ANEW business and outside of Redwoods’ and ANEW’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if Redwoods’ due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Redwoods’ preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Redwoods’ liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of Redwoods’ stockholders who choose to remain stockholders of the Combined Company following the business combination could suffer a reduction in the value of their shares.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of the Combined Company’s securities.

Following the business combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the business combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Redwoods’ securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of the Combined Company’s securities following the consummation of the business combination may decline. The market values of the Combined Company’s securities at the time of the business combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Redwoods’ stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the ANEW business and trading in shares of Redwood Common Stock has not been active. Accordingly, the valuation ascribed to the ANEW business and Redwood Common Stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of the Combined Company’s Common Stock following the business combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of the Combined Company’s Common Stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Redwoods’ control and may not be related to Redwoods’ operating performance. These fluctuations could cause you to lose all or part of your investment in Redwood Common Stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in Redwoods’ securities and Redwoods’ securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Redwoods’ securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities following the business combination may include:

•        market conditions in the broader stock market in general, or in ANEW’s industry in particular;

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

•        changes in the market’s expectations about our operating results;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

•        speculation in the press or investment community;

•        actual or anticipated developments in the Combined Company’s business, competitors’ businesses or the competitive landscape generally;

•        the operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        the timing of the achievement of objectives under ANEW’s business plan and the timing and amount of costs we incur in connection therewith;

•        changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to ours;

•        changes in laws and regulations affecting the Combined Company’s business;

•        commencement of, or involvement in, litigation or investigations involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Combined Company’s Common Stock available for public sale;

•        any major change in the Combined Company’s board of directors or management;

•        sales of substantial amounts of the Combined Company’s Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

•        other risk factors listed in this “Risk Factors” section.

Broad market and industry factors may materially harm the market price of Redwoods’ securities irrespective of Redwoods’ operating performance. The stock market in general and Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular

companies affected. The trading prices and valuations of these stocks, and of Redwoods’ securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Redwoods’ could depress Redwoods’ stock price regardless of Redwoods’ business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of Redwood Common Stock, regardless of Redwoods’ actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of Redwoods’ securities also could adversely affect Redwoods’ ability to issue additional securities and Redwoods’ ability to obtain additional financing in the future.

Furthermore, the stock markets in general have experienced extreme volatility, including as a result of the COVID-19 pandemic, that has sometimes been unrelated to the operating performance of the issuer. The trading price of our common stock may be adversely affected by third parties trying to drive down or drive up the market price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if our stock declines or otherwise exhibits volatility, and their activities can negatively affect our stock price and increase the volatility of our stock price. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company’s Common Stock adversely, then the price and trading volume of the Combined Company’s Common Stock could decline.

The trading market for the Combined Company’s Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, the Combined Company’s business and operations, the Combined Company’s market, or the Combined Company’s competitors. Securities and industry analysts do not currently, and may never, publish research on Redwoods. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Redwoods change their recommendation regarding the Combined Company’s stock adversely, or provide more favorable relative recommendations about Redwoods’ or the Combined Company’s competitors, the price of the Combined Company’s Common Stock would likely decline. If any analyst who may cover Redwoods were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of the Combined Company’s Common Stock will develop.

Redwoods is currently a blank check company and there has not been a public market for ANEW Common Stock since it is a private company. A liquid trading market for the Combined Company’s Common Stock may never develop.

In the absence of a liquid public trading market:

•        you may not be able to liquidate your investment in shares of Redwood Common Stock;

•        you may not be able to resell your shares of Redwood Common Stock at or above the price attributed to them in the business combination;

•        the market price of shares of Redwood Common Stock may experience significant price volatility; and

•        there may be less efficiency in carrying out your purchase and sale orders.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect the Combined Company’s business, investments and results of operations.

The Combined Company will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, the Combined Company will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Combined Company’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on the Combined Company’s business and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following January 20, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Redwood Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Redwood Common Stock less attractive because we rely on these exemptions. If some investors find Redwood Common Stock less attractive as a result, there may be a less active trading market for Redwood Common Stock and our stock price may be more volatile.

Upon consummation of the Transactions, the Combined Company will continue to be an emerging growth company and intends to continue to take advantage of the exemptions described above for as long as it continues to be an emerging growth company. See “— Risks Related to ANEW’s Business and Operations Following the Business Combination — Risks Related to Public Company Requirements — The requirements of being a public company may strain ANEW’s resources and distract its management, which could make it difficult to manage its business, particularly after ANEW is no longer an “emerging growth company.”

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Common Stock after December 31, 2022, including redemptions in connection with the business combination, unless an exemption is available. Generally, issuances of securities by us in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial business combination), as well as any other issuances of securities not in connection with our initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of our liquidation.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, holders of ANEW Common Stock may incur a substantially greater U.S. federal income tax liability as a result of the Business Combination.

For U.S. federal income tax purposes, it is expected that the Business Combination will qualify as either (a) a tax-deferred reorganization within the meaning of Sections 368(a) of the Code or (b) a tax-deferred contribution described in Section 351(a) of the Code. However, if certain requirements are not satisfied, the Business Combination would be treated, for U.S. federal income tax purposes, as a taxable exchange by shareholders of ANEW Common Stock for Redwoods Common Stock and shareholders of ANEW may incur substantially greater U.S. federal income tax liability.

Risks Related to the Redemption

You must tender your shares of Redwood Common Stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to Redwoods’ transfer agent or to deliver your shares of common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

Redwoods does not have a specified maximum redemption threshold. As a result, Redwoods may be able to complete the business combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by Redwoods or the persons described above have been entered into with any such investor or holder. Redwoods will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described in this proxy statement/prospectus) at the special meeting.

In the event that the aggregate cash consideration that Redwoods would be required to pay for all shares of Redwood Common Stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Business Combination Agreement, exceeds the aggregate amount of cash available to Redwoods, Redwoods may not complete the business combination or redeem any shares, all shares of Redwood Common Stock submitted for redemption will be returned to the holders thereof and Redwoods may instead search for an alternate business combination.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the shares of Redwood Common Stock included in the units sold in the Redwoods IPO unless such stockholder first obtains Redwoods’ prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Redwoods will require each public stockholder seeking to exercise redemption rights to certify to Redwoods whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Redwoods at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Redwoods makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Redwoods’ ability to consummate the business combination and you could suffer a material loss on your investment in Redwoods if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Redwoods consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the Redwoods IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Redwoods cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of shares of Redwood Common Stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge Redwoods’ determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, Redwoods’ stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of Redwoods might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of Redwoods who wish to redeem their shares of Redwood Common Stock for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Redwood Common Stock for a pro rata portion of the funds held in the trust account.

Stockholders electing to redeem their shares of Redwood Common Stock will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Special Meeting of Redwoods Stockholders — Redemption Rights” of this proxy statement/prospectus for additional information on how to exercise your redemption rights.

If, despite Redwoods’ compliance with the proxy rules, a stockholder fails to receive Redwoods proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of Redwood Common Stock. In addition, the proxy materials that Redwoods is furnishing to holders of public shares of Redwood Common Stock in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares of Redwood Common Stock. In the event that a stockholder fails to comply with these procedures, its shares of Redwood Common Stock may not be redeemed.

SPECIAL MEETING OF REDWOODS STOCKHOLDERS

General

Redwoods is furnishing this proxy statement/prospectus to Redwoods’ stockholders as part of the solicitation of proxies by the Redwoods Board for use at the special meeting of Redwoods stockholders to be held on [•], 2023, and at any adjournment or postponement thereof. This proxy statement/prospectus provides Redwoods’ stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

Purpose of the Redwoods Special Meeting

At the special meeting, Redwoods is asking holders of Redwoods common stock to consider and vote upon:

•        a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus. See the section entitled “Proposal No. 1 — The Business Combination Proposal”;

•        a proposal to approve and adopt the second amended and restated certificate of incorporation of Redwoods in the form attached hereto as Annex B. See the section entitled “Proposal No. 2 — The Charter Proposal”;

•        a proposal to vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance with SEC requirements. See the section entitled “Proposal No. 3 — The Governance Proposal”;

•        a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder. See the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

•        a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Business Combination Agreement. See the section entitled “Proposal No. 5 — The Director Election Proposal”;

•        a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Redwood Common Stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

•        a proposal to adjourn 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 for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. See the section entitled “Proposal No. 7 — The Adjournment Proposal.”

Recommendation of the Redwoods Board

The Redwoods Board unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Redwoods Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Redwoods stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Redwoods Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Redwoods stockholders that they vote “FOR” the proposals presented at the special meeting.

Record Date; Persons Entitled to Vote

Redwoods has fixed the close of business on [•], 2023, as the record date for determining Redwoods stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were [•] shares of Redwoods common stock outstanding and entitled to vote. Each share of Redwoods common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

Redwoods’ bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Vote Required

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote) the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Abstentions will have the effect of a vote “AGAINST” the business combination proposal, the governance proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal.

The approval of the charter proposal requires the affirmative vote of holders of at least a majority of all of Redwoods’ outstanding shares of common stock . Accordingly, if a valid quorum is established, an Redwoods stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Redwoods’ common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the [_] director nominees who receive the most affirmative votes will be elected. Redwoods stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an Redwoods stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Effect of Abstentions and Broker Non-Votes

Abstentions on the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal will count as a vote “AGAINST” such proposals.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast 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.

Voting Your Shares

Each share of Redwoods common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Redwoods common stock at the special meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

•        You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website [•]. You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer. Instructions on how to attend and participate at the special meeting are available at [•].

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Redwoods can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Redwoods’ Secretary in writing before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Redwoods common stock, you may call Morrow Sodali, Redwoods’ proxy solicitor, at (800) 662-5200 (Toll Free) or Redwoods at (646) 916-5315.

Redemption Rights

Pursuant to our current certificate of incorporation, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote or how they vote on the business combination proposal. Any stockholder holding public shares as of the record date may demand that Redwoods redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $[•] per share as of [•], 2023, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, Redwoods will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 20% of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Insiders will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions.

Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Redwoods’ transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this 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 it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then Redwoods’ public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, Redwoods will promptly return any shares delivered by public holders.

The closing price of Redwood Common Stock on [•], 2023, the record date for the special meeting, was $[•] per share. The cash held in the trust account on such date was approximately $[•] ($[•] per public share). Prior to exercising redemption rights, stockholders should verify the market price of Redwoods common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Redwoods cannot assure its stockholders that they will be able to sell their shares of Redwoods common stock 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 its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Redwoods common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to Redwoods’ transfer agent prior to the vote at the special meeting, and the business combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of Redwoods have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

Redwoods is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail. Redwoods and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Redwoods will bear the cost of the solicitation.

Redwoods has hired Morrow Sodali to assist in the proxy solicitation process. Redwoods will pay that firm a fee of $[•] plus disbursements. Such payment will be made from non-trust account funds.

Redwoods will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Redwoods will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Redwoods’ stockholders are being asked to approve the business combination with ANEW described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/ prospectus. The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement. Please see the subsection entitled “— Certain Agreements Related to the Business Combination — Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting.

General

Structure of the Transactions

On May 30, 2023, Redwoods entered into the Business Combination Agreement with Merger Sub and ANEW. Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into ANEW with ANEW surviving such merger as a wholly owned subsidiary of Redwoods.

Merger Consideration

Subject to the terms of the Business Combination Agreement, Redwoods will acquire all of the outstanding equity interests of ANEW in exchange for shares of Redwoods’ common stock, par value $0.0001 per share (the “Common Stock”), based on an implied ANEW equity value of $60,000,000 valued at $10 per share (the “Merger Consideration”), to be paid to ANEW stockholders at the effective time of the Merger. In addition, certain ANEW stockholders will be issued additional shares of Redwoods’ Common Stock (the “Contingent Consideration Shares”), which will be issued as follows: (i) 2,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing; (ii) 2,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing; and (iii) 1,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing. Assuming a Closing Date of [_], 2023, we expect that the per share Merger Consideration to stockholders of ANEW will be approximately [_] shares of Redwood Common Stock in exchange for each issued and outstanding share of ANEW Common Stock.

Exchange and Fractional Shares

Immediately prior to or at the Effective Time, Redwoods will deposit with Continental Stock Transfer & Trust Company (the “Exchange Agent”) evidence in book-entry form of shares of Redwood Common Stock representing the number of shares of Redwood Common Stock sufficient to deliver the Merger Consideration. In addition, Redwoods shall instruct the Exchange Agent to reserve the Contingent Consideration Shares in the manner contemplated under the Business Combination Agreement.

At or prior to the Effective Time, Redwoods will instruct the Exchange Agent to issue to each shareholder of ANEW the portion of the Merger Consideration to which that shareholder of ANEW is entitled pursuant to the Business Combination Agreement at or promptly after the Closing.

Notwithstanding anything to the contrary as described in the Business Combination Agreement, no fraction of a share of Redwood Common Stock will be issued by virtue of the Business Combination Agreement or the transactions contemplated thereby, and Each shareholder of ANEW who would otherwise be entitled to a fraction of a share of Redwood Common Stock (after aggregating all shares of Redwood Common Stock to which such shareholder of ANEW otherwise would be entitled) shall not receive from Redwoods any shares of Redwoods’ common stock or other consideration in lieu of such fractional share.

Please see the summary of the Business Combination Agreement in the section entitled “— Certain Agreements Related to the Business Combination — Business Combination Agreement” below.

Impact of the Business Combination on the Combined Company’s Public Float

As of the date of this proxy statement/prospectus, there are (i) 8,801,650 shares of common stock issued and outstanding, which includes the 2,875,000 founder shares held by the Sponsor, 530,000 private shares and the 5,396,650 public shares and (ii) 12,030,000 warrants issued and outstanding, which includes the 530,000 private units held by the Sponsor and the 11,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Redwood Common Stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Transactions) the Redwoods fully diluted share capital would be [_] common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) ANEW stockholders are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Redwoods’ public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Redwoods stockholders in the Combined Company will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

		Assuming no redemption					Assuming maximum redemption
		shares		%			shares		%
ANEW stockholders		6,000,000		34.0	%		6,000,000		49.0	%
Redwoods private and other stockholders		3,405,000		19.3	%		3,405,000		27.8	%
Redwoods public and private rights(a)		1,203,000		6.8	%		1,203,000		9.8	%
Redwoods public stockholders		5,396,650		30.6	%		—		0.0	%
Convertible debt converted to shares of Redwood’s common stock at closing		610,000		3.5	%		610,000		5.0	%
Redwoods underwriting fees and other fees due at closing		1,023,250		5.8	%		1,023,250		8.4	%
Total		17,637,900		100.0	%		12,241,250		100.0	%

____________

(a)      Public and private units issued simultaneously and subsequent to the March 30, 2022 registration statement will receive one-tenth (1/10) of a share of redwoods common stock upon the consummation of an initial business combination.

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Certain Agreements Related to the Business Combination

Business Combination Agreement

The summary of the material provisions of the Business Combination Agreement set forth below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and which is incorporated by reference in this proxy statement/prospectus. All stockholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the business combination.

Representations, Warranties and Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of ANEW, Redwoods and their respective subsidiaries during the period between execution of the Business Combination Agreement and the Closing. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at the Closing, except for those covenants and agreements that, by their terms, contemplate performance after the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things reasonably necessary to consummate and make effective, as promptly as reasonably practicable, the Merger.

Transaction Financing Arrangements

As soon as practicable after the execution and delivery of the Business Combination Agreement, ANEW plans to enter into definitive agreements on terms and conditions satisfactory to Redwoods (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which such investors, upon the terms and subject to the conditions set forth therein, will purchase shares of Redwoods’ Common Stock at a purchase price of ten dollars ($10.00) per share (the “PIPE Investment”); provided that the proceeds of the PIPE Investment will be equal to an aggregate of at least five million dollars ($5,000,000) immediately prior to the Closing.

Conditions to Closing

Under the Business Combination Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of Redwoods’ stockholders (the “Company Stockholder Approval”), the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) and ANEW’s stockholders (the “ANEW Stockholder Approval”); (ii) the expiration or termination of the applicable waiting period (or any extensions thereof, or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of an ANEW Material Adverse Effect or Company Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (iv) Redwoods’ initial listing application with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement having been approved and, immediately following the effective time of the Merger, Redwoods has satisfied any applicable initial and continuing listing requirements of Nasdaq and the shares of Redwoods’ Common Stock have been approved for listing on Nasdaq, subject only to official notice of the issuance thereof; (v) the S-4 Registration Statement (as defined below) having become effective, no stop order has been issued by the Securities and Exchange Commission (the “SEC”) and remains in effect with respect to the S-4 Registration Statement, and no proceeding seeking such a stop order has been threatened or initiated by the SEC and remains pending; and (vi) no applicable governmental, regulatory or administrative authority having issued an order having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement (including the Closing).

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) by mutual written consent of Redwoods and ANEW; (ii) by Redwoods or ANEW, if ANEW or Redwoods or Merger Sub, as applicable, has breached any of its respective representations, warranties, agreements or covenants contained in the Business Combination Agreement, such failure or breach would render certain conditions precedent to the Closing incapable of being satisfied, and such breach or failure is not cured or cannot be cured within the earlier of (a) 15 days of notice thereof, and (b) November 4, 2023 (the “Termination Date”); provided, that a breach of the covenants or obligations of the other party (ANEW, on one hand, or Redwoods or Merger Sub, on the other hand) seeking to terminate the Business Combination Agreement did not proximately cause the failure to consummate the Merger; (iii) by Redwoods or ANEW, in the event an applicable governmental, regulatory or administrative authority has issued a final and non-appealable order having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business

Combination Agreement; (iv) by Redwoods or ANEW if Redwoods’ stockholder meeting to vote on the Merger has concluded and Redwoods Stockholder Approval was not obtained; or (v) by Redwoods giving notice to ANEW, within 14 days of May 30, 2023 in its sole discretion, in the event that Redwoods is not satisfied with the results of ANEW’s due diligence review.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Business Combination Agreement).

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference, and the foregoing descriptions of the Business Combination Agreement and the Merger do not purport to be complete and are qualified in their entirety by references thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement is being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification.

Other Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, Redwoods Capital LLC, a Delaware limited liability company (the “Sponsor”) and other Persons party thereto (“Other Company Insiders”, and together with the Sponsor, collectively, the “Company Insiders”), entered into a support agreement with Redwoods and ANEW (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of Redwoods and in any action by written consent of the stockholders of Redwoods, all of such Sponsor’s 2,875,000 shares of common stock (the “Founder Shares”) and 530,000 private units, each consisting of one share of common stock (each such share, together with the Founder Shares, the “Supporter Shares”), one warrant and one right, (the “Private Units”), (i) in favor of (a) the Business Combination Agreement and each ancillary document to which Redwoods is a party and the transactions contemplated thereby and (b) the other proposals that Redwoods and ANEW agreed in the Business Combination Agreement shall be submitted at such meeting for approval by Redwoods’ stockholders together with the proposal to obtain Redwoods Stockholder Approval, (ii) approval of Redwoods’ Amended and Restated Certificate of Incorporation and Bylaws (the “Required Transaction Proposals”) and (iii) against any other action that would reasonably be expected to impede, interfere with or adversely affect the Merger. The Sponsor Support Agreement also prohibits the Sponsor from, among other things and subject to certain exceptions, selling, assigning or transferring any Supporter Shares held by the Sponsor or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing his, her or its obligations under

the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, the Sponsor agreed to waive, and not to assert or claim, to the fullest extent permitted by applicable law, any anti-dilution protection pursuant to the organizational documents of Redwoods in connection with the Merger.

The Sponsor Support Agreement commits 1,375,000 Founder Shares (the “Deferred Shares”) to a share escrow account which will be established on the Closing Date pursuant to an escrow agreement to be entered into on such date by and among Redwoods, Redwoods Insiders and Continental Stock Transfer & Trust Company, as escrow agent. The Deferred Shares will be released from the escrow account as follows: (i) 458,333 Deferred Shares upon Redwoods achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing; (ii) 458,333 Deferred Shares upon Redwoods achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing; and (iii) 458,333 Deferred Shares upon Redwoods achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.

The Sponsor Support Agreement also restricts the ability of Redwoods Insiders to sell, transfer or dispose of, directly or indirectly, its shares of Common Stock converted into or received by such Company Insider as a result of the Merger (the “Sponsor Lock-up”) in the same way as set forth in the lock-up provisions of Redwoods’ final prospectus filed with the U.S. Securities and Exchange Commission on April 1, 2022 (the “Final Prospectus”).

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

ANEW Stockholder Voting and Support Agreement

In connection with the execution of the Business Combination Agreement, certain ANEW stockholders (the “ANEW Supporting Stockholders”) entered into a voting and support agreement with Redwoods (the “ANEW Voting and Support Agreement”). Under the ANEW Voting and Support Agreement, each ANEW Supporting Stockholder agreed that, at any meeting of ANEW’s stockholders related to the transactions contemplated by the Business Combination Agreement, each such ANEW Supporting Stockholder will appear at the meeting or otherwise cause its shares to be voted (i) in favor of the Business Combination Agreement and the transactions contemplated thereby, and authorize and approve any amendment to ANEW’s governing documents that is deemed necessary or advisable by ANEW to effect the Merger; and (ii) against any other action would reasonably be expected to impede, interfere with or adversely affect the Merger.

The ANEW Voting and Support Agreement also restricts the ANEW Supporting Stockholders from, among other things, selling, assigning or otherwise transferring any of its shares unless the buyer, assignee or transferee thereof executes a joinder agreement to the ANEW Voting and Support Agreement in a form reasonably acceptable to Redwoods.

The foregoing description of the ANEW Voting and Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the ANEW Voting and Support Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

Registration Rights Agreement

In connection with the Closing, Redwoods, certain stockholders of Redwoods (including the Sponsor) and certain stockholders of ANEW will enter into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, each signatory thereto (other than Redwoods) will be granted certain registration rights with respect to their respective shares of Common Stock. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.

Incentive Plan

On [_], the Redwoods Board approved a new equity incentive plan, the Anew Medical, Inc. 2023 Stock Incentive Plan (the “Incentive Plan”). The purposes of the Incentive Plan are to enhance our ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to the Combined Company by providing these individuals with equity ownership and other incentive opportunities. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve approximately [_] million shares of our common stock for issuance pursuant to future grants made under the Incentive Plan. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan.”

Name, Headquarters; Stock Symbols

The name of the Combined Company after the consummation of the Transactions will be Anew Medical, Inc. and our headquarters will be located at 154-09 146th Avenue — 3rd Floor, Jamaica, NY 11434. We have applied to have Redwood Common Stock and public warrants listed on Nasdaq and, upon the Closing, we expect that the Combined Company’s Common Stock and public warrants will begin trading on Nasdaq under the symbols “[_]” and “[_].WS” respectively. As a result, Redwoods’ publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Background of the Transactions

The terms of the Business Combination are the result of negotiations between the representatives of Redwoods and ANEW. The following is a brief description of the background of these negotiations and the resulting Business Combination.

Redwoods Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Redwoods was incorporated under the laws of Delaware on March 16, 2021.

On April 4, 2022, Redwoods completed its initial public offering of units, with each unit consisting of one share of Redwoods Common Stock, one public warrant and one public right, raising total gross proceeds of approximately $116,150,000. Since the Redwoods IPO, Redwoods’ activity has been limited to the evaluation of business combination candidates.

On April 4, 2022, Redwoods consummated the initial public offering of 10,000,000 units (the “public units”), each public unit consisting of one share of Redwoods Common Stock, one public warrant and one public right. The public units were sold at an offering price of $10.00 per public unit, generating gross proceeds of $100,000,000. Redwoods granted the underwriters a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments, if any.

Simultaneously with the closing of the Redwoods IPO, Redwoods sold to the Sponsor and Chardan Capital Markets LLC, the representative of the underwriters in the IPO (“Chardan”), in a private placement, 377,500 units and 100,000 units, respectively (the “private units”), at $10.00 per private unit, generating total gross proceeds of $4,775,000. The private units are identical to the public units, except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by their initial purchasers or their permitted transferees.

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, Redwoods 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.

Prior to the consummation of the IPO, neither Redwoods, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with Redwoods. After the IPO, Redwoods’s officers and directors commenced an active search for prospective businesses or assets to acquire in an initial business combination. Representatives of Redwoods were contacted by, and representatives of Redwoods contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. Redwoods’s officers and directors and their affiliates also brought to Redwoods’s attention target business candidates. From the closing of the IPO through the signing of the Merger Agreement, representatives of Redwoods contacted and were contacted by numerous individuals and entities

with respect to business combination opportunities and engaged in discussions with several possible target businesses. In all, prior to the execution of the Merger Agreement, representatives of Redwoods evaluated over [_] potential target businesses. Redwoods executed over [_] non-disclosure agreements during the course and had active discussions with over [_] potential target businesses. Redwoods issued [_] term sheet to potential target business. Below is a summary list of several potential target businesses and the reasons Redwoods did not pursue a business combination with them:

•        Target No. 1.    In April 2022, Redwoods was introduced to Target No. 1. Target No. 1’s goal was to become the leading ECaaS (Energy data & Carbon credit as a service) Company with its EAIoT (Energy AI Internet-of-Things) System Platform. On May 1, 2022, Redwoods and Target No. 1executed a letter of intent with a target valuation of between $800 million and $1 billion with a $500 million earn-out. On June 16, 2022, Redwoods sent a draft business combination agreement to the target and negotiations and diligence continued until September 20, 2022. On September 20, 2022, Target No. 1 advised Redwoods that it decided not to pursue the merger with Redwoods.

•        Target No. 2.    In September 2022, Redwoods was introduced to Target No. 2. This Australian company intended to create the world’s largest digital atlas, built on maps and imagery from individuals, organizations, and the broader community. On February 6, 2023, Redwoods and the target executed a letter of intent, with a target consideration of $535 million. On April 14, 2023, Target No. 2 notified Redwoods that due to the late filing of financial statements with the Australian government, the Australian government had initiated an investigation of Target No 2. Based on the existence of the investigation, the Redwoods team reached the decision not to proceed with a transaction with Target No. 2.

•        Target No. 3.    In October 2022, Redwoods was introduced to Target No. 3, a clinical-stage, cardiovascular therapeutics platform company. Its team was engaged in discussions for the licensing in, and the development of, next generation technology for additional applications in the field of cardiovascular disease. On February 9, 2023, Redwoods and the target executed a letter of intent with a target equity value of $835 million. On March 2, 2023, negotiations were ultimately terminated due to the inability to reach an agreement regarding certain business combination agreement terms.

•        Target No. 4.    In October 2022, Redwoods made contact with a German furniture company that wished to merge with a SPAC. Target No. 4 utilizes latest production technologies to design and build modern, high-quality built-in kitchens. On November 29, 2022, Redwoods and Target No. 4 executed a letter of intent with transaction consideration of $865 million. On February 24, 2023, Target No. 4’s management determined not to pursue a public listing through SPAC and let Redwoods know their decision.

•        Target No. 5.    In November 2022, Redwoods was introduced to target No. 5. Target No. 5 distributed products and provided engineering services and training for a wide range of industries and all aspects of operations in both local and multinational markets. On December 14, 2022, Redwoods and the target executed a letter of intent with a target equity value of between $455 million and $655 million. On February 12, 2023, due to disagreements on the terms of a potential PIPE, both parties terminated negotiation.

•        Target No. 6.    In February 2023, Redwoods contacted Target No. 6. Target No. 6 specialized in the design, development, and production of electric cars and related technologies and focused on creating innovative and sustainable mobility solutions to contribute to the advancement of the EV industry. On March 1, 2023, Redwoods and the target executed a letter of intent with a valuation of $515 million. On March 25, 2023, Redwoods decided to stop further negotiations with the company because (i) the parties could not reach agreement on certain business combination agreement terms, and (ii) Redwoods’ concern over certain litigation matters.

•        Target No. 7.    In March 2023, Redwoods received a pitchbook from Target No. 7. Target No. 7 designed and produced high-precision optics and fluorescent modules. On April 2, 2023, Redwoods and Target No. 7 executed a letter of intent with a target equity value of $500 million. On May 1, 2023, given that Redwoods has entered into an exclusivity period with ANEW, Redwoods notified Target No. 7 that it would not be continuing negotiations.

The Background of Redwoods’ Interaction with ANEW

On March 20, 2023, ANEW was introduced to Redwoods by Chardan (financial advisor to Redwoods).

On March 24, 2023, Edward Cong Wang (CFO of Redwoods) and Dr. Joseph Sinkule (CEO of ANEW) had an initial conference call during which each party introduced themselves. Mr. Wang explained the business combination process for a SPAC and the target and Dr. Sinkule presented an overview of the company’s future development plans.

On March 27, 2023, Redwoods and ANEW executed a non-disclosure agreement. Redwoods began conducting due diligence on the same day. The due diligence process would continue until June 19, 2023.

On March 29, 2023, Chardan sent a list of comparable companies to Redwoods. The list was comprised of the following companies: Voyager Therapeutics (VYGR), Passage Bio (PASG), Taysha Gene Therapies (TSHA), Homology Medicines (FIXX), Abeona Therapeutics (ABEO), Aclaris Therapeutics (ACRS), Sol-Gel Technologies (SLGL) and Novan (NOVN).

On March 30, 2023, Redwoods sent a draft letter of intent (the “LOI”) to ANEW. The LOI included the following key terms:

1)      transaction consideration for ANEW was $100.0 million.

2)      both parties would raise a PIPE of $5.0 million on a best effort basis.

3)      ANEW would pay for the next extension of Redwoods.

On March 31, 2023, Redwoods received a revised LOI from ANEW. The LOI included the following revised terms:

1)      added a 21-day mutual exclusive period;

2)      ANEW equity value was reduced to $50.0 million;

3)      added a 5-year earn-out period of 3.0 million shares for ANEW;

4)      added a provision that would cause 1,437,500 sponsor shares to be subject to earn-out; and

5)      deleted the extension fee clause.

On April 3, 2023, ANEW opened up its virtual corporate data room for Redwoods and its advisors for the purposes of conducting diligence. On the same day, Edward Cong Wang (CFO of Redwoods) contacted Loeb & Loeb (Counsel to Redwoods) by email to discuss revisions to the LOI. On the same day, Loeb received the access to ANEW data room and initiated legal due diligence.

On April 6, 2023, Edward Cong Wang (CFO of Redwoods) and Chardan had a conference call to discuss the revised LOI sent by ANEW on March 31, 2023.

On April 7, 2023, Redwoods sent a revised LOI to ANEW. The LOI included the following revised terms:

1)      changing the 21-day mutual exclusive period to unilateral exclusivity for ANEW;

2)      shortening the earn-out period to 3 years;

3)      reducing the number of Sponsor shares to be subject to earn-out to 575,000; and

4)      ANEW being responsible for a $5.0 million PIPE investment to close concurrently with the business combination.

On April 11, 2023, Redwoods received a revised LOI from ANEW, in which:

1)      the exclusivity period was revised to 15 days on a mutual basis;

2)      the earn-out shares were increased to 5.0 million;

3)      the Sponsor shares subject to earn-out were increased to 717,500.

On April 12, 2023, Edward Cong Wang (CFO of Redwoods) and Chardan had a conference call to discuss the revised LOI sent by ANEW on April 11, especially relating to the terms regarding the exclusivity period, the earn-out shares for ANEW and the Sponsor shares that would become subject to earn-out.

On April 13, 2023, Redwoods sent a revised LOI to ANEW. The following terms were revised:

1)      the stock prices at which the earn-out shares would be issued were lowered;

2)      the deferred Sponsor shares would be released in equal thirds under the same conditions as ANEW’s receiving the earn-out shares.

On April 21, 2023, Loeb has finished a preliminary review of ANEW’s data room and sent Redwoods a list of follow-up questions, which were forwarded to ANEW. On the same day, Edward Cong Wang (CFO of Redwoods) and Chardan had a conference call to discuss ANEW’s request for the Sponsor to reduce its equity stake in the combined entity.

On April 22, 2023, Edward Cong Wang (CFO of Redwoods) and Dr. Joseph Sinkule (CEO of ANEW) had a conference call to discuss ANEW’s request of lowering Sponsor’s stake in the combined entity. Mr. Wang explained that the Sponsor’s abundant pharmaceutical resources in Asia, especially in China can help ANEW expand its business, which is a unique advantage of Redwoods compared to other SPACs. In addition, the Sponsor expressed its willingness to defer receiving its shares to establish a deep partnership with ANEW. Dr. Sinkule agreed to Mr. Wang’s statement.

On April 24, 2023, ANEW and Redwoods executed the LOI. The final version of the LOI revised the exclusivity period to “15 days” instead of “15 business days”.

On April 25, 2023, a working group call was held at which representatives from Redwoods, ANEW, Chardan, Loeb and Cyruli Shanks were in attendance. Items discussed included the timeline for the signing of the definitive agreement and responsibilities for each party.

On May 1, 2023, Loeb sent a draft BCA to Redwoods reflecting the terms in the LOI.

On May 2, 2023, Edward Cong Wang (CFO of Redwoods) and Dr. Joseph Sinkule (CEO of ANEW) had a conference call to discuss the current status of definitive agreement and follow up on diligence items identified by Loeb. On the same day, after discussion with Redwoods, Loeb sent the draft BCA to Cyruli Shanks.

On May 8, 2023, Loeb sent a draft Sponsor Support Agreement and Voting Agreement to Redwoods.

On May 9, 2023, Edward Cong Wang (CFO of Redwoods), Dr. Joseph Sinkule (CEO of ANEW), Chardan, Loeb and Cyruli Shanks had a conference call, during which the following matters were discussed:

1)      that the exclusivity period should be extended by 10 days.

2)      ANEW responses to the due diligence questions sent by Loeb.

3)      the intention to sign the BCA by May 15, 2023.

After the call, Loeb sent additional due diligence questions, together with the remaining open items from previous follow-up question list, to Cyruli Shanks. On the same day, Loeb sent the draft Sponsor Support Agreement and Voting Agreement, along with a draft signing press release to Cyruli Shanks.

On May 11, 2023, Cyruli Shanks sent a revised press release to Loeb. On the same day, Loeb formed ANEW MEDICAL SUB, INC. in Wyoming.

On May 12, 2023, Redwoods held a board meeting to discuss the potential transaction between Redwoods and ANEW. Before the meeting, the Board reviewed a list of public comparable companies and their valuations: Voyager Therapeutics (VYGR), Passage Bio (PASG), Taysha Gene Therapies (TSHA), Homology Medicines (FIXX), Abeona Therapeutics (ABEO), Aclaris Therapeutics (ACRS), Sol-Gel Technologies (SLGL) and Novan (NOVN). The average pre-money valuation at IPO for these peer companies was $326 million, with a low end of $123 million and a high end of $576 million, and the average current market capitalization for these peer companies was $172 million, with a low end of $35 million and a high end of $582 million. During the meeting, Edward Cong Wang (CFO of Redwoods)

introduced the ANEW team to the board, as well as the progress of the negotiations. The directors present all approved of the merger (independent director Raymond J. Gibbs was not present at the board meeting, but he was briefed afterwards and also supports the transaction).

It was agreed that although certain inherent risks existed when investing in gene therapy companies, such as pipeline clinical trial failures, regulatory challenges and market competition, ANEW as a gene therapy company was a unique target in that:

1)      Low target equity value. The $50 million combination consideration was significantly lower than the average of ANEW’s public peers;

2)      Target compliance ready. ANEW was currently trading on the OTC Markets under the symbol “LEAS”, and its filings were up to date.

3)      Growing market demand for generic drugs. There is an increasing demand for innovative treatments for various genetic and rare diseases. According to the World Health Organization (WHO), there are presently 55 million instances of Alzheimer’s disease worldwide, and over 8.5 million individuals with Parkinson disease. Moreover, the market of generic drugs targeting diseases like Alzheimer’s disease and Parkinson disease was valued at $416.06 billion in 2022, and is expected to grow at a CAGR of 6.51% to 2028;

4)      Favorable regulatory environment towards gene therapy companies. Regulatory agencies such as the U.S. Food and Drug Administration (FDA) have established pathways and expedited review processes for gene therapy products; and

5)      Further merger and acquisition potential. After the closing of the transaction, as the field of gene therapy continues to evolve, ANEW as a public company might seek to acquire or partner with gene therapy companies to expand its portfolios and gain access to cutting-edge technologies.

On May 12, 2023, Loeb sent a revised BCA to Redwoods, which incorporated the contents of Sponsor Support Agreement and Voting Agreement previously sent by Loeb to Redwoods on May 8. Redwoods agreed to the changes.

On May 13, 2023, Loeb sent the revised BCA to Cyruli Shanks, as well as the additional follow-up questions on corporate, FDA, and intellectual property matters.

On May 16, 2023, Redwoods, ANEW, Chardan, Loeb and Cyruli Shanks had a weekly conference call, during which ANEW agreed to finalize diligence materials ready by May 18, with both parties aiming to execute the BCA on May 19 and issue the press release announcing the signing on May 22. On the same day, Redwoods received a revised press release from Chardan.

On May 18, 2023, Edward Cong Wang (CFO of Redwoods) and Chardan held a conference to discuss the future prospects of ANEW from Chardan’s perspective. On the same day, Loeb received revised ancillary documents from Cyruli Shanks.

On May 20, 2023, Edward Cong Wang (CFO of Redwoods) and Loeb held a meeting to discuss adding a 14-day diligence out provision and a break-up fee clause to the BCA. On the same day, Loeb sent Redwoods a revised BCA incorporating the aforementioned changes.

On May 21, 2023, Chardan sent the revised press release to the working group.

On May 22, 2023, Edward Cong Wang (CFO of Redwoods) received an e-mail from Dr. Joseph Sinkule (CEO of ANEW) requesting a guarantee of the minimum cash remaining in the SPAC Trust or a reduction in the shares held by Sponsor at closing. On the same day, Mr. Wang and Chardan had a conference call to discuss the new terms raised by ANEW. Redwoods decided to increased ANEW’s combination consideration by $5 million and add a break-up fee clause.

On May 23, 2023, Edward Cong Wang (CFO of Redwoods) received an e-mail from Dr. Joseph Sinkule (CEO of ANEW) requesting:

1)      an increase of ANEW’s equity value to $60 million;

2)      a reduction of the Sponsor shares to 1.5 million at closing.

On the same day, Mr. Wang and Chardan had a conference call to discuss the new terms raised by ANEW. Redwoods decided to accept the $60 million valuation and to move the Sponsor shares exceeding 1.5 million to an earn-out. On the same day, Redwoods, ANEW, Chardan, Loeb and Cyruli Shanks had a weekly conference call, during which ANEW accepted the proposals made by Redwoods, plus a $0.5 million mutual break-up fee clause. Both sides agreed to have the BCA executed within the week.

On May 24, 2023, Loeb sent Redwoods a revised BCA incorporating the changes, and the document was sent to Cyruli Shanks after minor revisions made by Redwoods.

On May 25, 2023, Loeb sent all parties the updated press release. On the same day, Loeb received a request from Cyruli Shanks regarding the estimated expenses from SPAC at the closing of the business combination.

On May 26, 2023, Redwoods, ANEW, Loeb, Chardan and Cyruli had a conference call to discuss the estimated expense. ANEW insisted Redwoods either increase the remaining cash in the SPAC Trust or raise additional capital to cover the expenses. After negotiation, it was agreed that Redwoods would need to raise additional funds only if there wasn’t enough cash left in the trust to cover its own expenses. All parties agreed to try to have the BCA signed by the end of that week.

On May 27, 2023, Loeb sent an updated BCA to all parties, and ANEW did not have any further adjustments.

On May 29, 2023, the Redwoods board of directors approved the final form of the BCA by unanimous written consent.

On May 30, 2023, Redwoods and ANEW executed the BCA.

Redwoods’ Board of Directors’ Reasons for Approval of the Transactions

The Redwoods Board, in evaluating the Transactions, consulted with Redwoods’ management and financial, strategic and legal advisors. In unanimously (i) resolving that it is in the best interests of Redwoods and its stockholders, and declaring it advisable, to enter into the Business Combination Agreement, (ii) approving the Business Combination Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of the Business Combination Agreement and (iii) adopting a resolution recommending the Merger be adopted by Redwoods’ stockholders, the Redwoods Board considered and evaluated a number of factors, including the factors discussed below. The Redwoods Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. In addition, individual directors may have given different weight to different factors. The Redwoods Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. This explanation of Redwoods’ reasons for the Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Prior to reaching the decision to approve the Merger Agreement, Redwoods’ directors reviewed the results of the business and financial due diligence conducted on ANEW by Redwoods’ management and third party legal and financial advisors, which included:

•        Discussion with ANEW’s management on business model;

•        Analysis and review of ANEW’s historical financial statements;

•        Review of ANEW’s revenue model;

•        Multiple rounds of discussion with CEO and the senior management of ANEW on future organic growth strategy;

•        Discussions with the founders of ANEW on investor support and future capital markets strategy;

•        Background checks on ANEW’s current and past key stakeholders;

•        Review of ANEW’s IP products, licensing contracts and FDA approvals;

•        Review of prevailing industry changes and challenges in the gene therapy field and the possible strategies in facing these changes and challenges;

•        Legal due diligence review conducted by Redwoods’ legal counsel; and

•        Assessment of total addressable market, its key competitors, competitive advantages, and barriers of entry.

The Redwoods Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including but not limited to, the following material factors:

•        Growing Market Demand for Generic Drugs.    The board evaluates the target company’s industry, growth potential and competitive position. There is an increasing demand for innovative treatments for various genetic and rare diseases. According to the World Health Organization (WHO), there are presently 55 million instances of Alzheimer’s disease worldwide, and over 8.5 million individuals with Parkinson disease. Moreover, the market of generic drugs targeting diseases like Alzheimer’s disease and Parkinson disease was valued at $416.06 billion in 2022, and is expected to grow at a CAGR of 6.51% to 2028.

•        Favorable Regulatory Environment towards Gene Therapy Companies.    This environment is especially characterized by regulatory agencies such as the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) adopting flexible and streamlined processes specifically designed to support and facilitate the development, approval, and commercialization of gene therapies that address the unique challenges and considerations associated with gene therapy, such as priority review, expedited regulatory pathways, and orphan drug designation.

•        Experienced Core Team.    The ANEW management team is a unique combination of scientific and business experience, led by the CEO and founder Dr. Joseph Sinkule, who has over 40 years of drug, biologic, and medical device R&D and commercialization experience. Moreover, he serves on the Board of Directors of two companies, and routinely consults for venture capital firms, investment banks, and for both large and early-stage pharmaceutical and biotech companies. The Chief Scientific Advisor and director, Dr. Miguel Chillon Rodriguez, is the inventor of the α-Klotho patents and technology know-how. He has over 25 years of research experience in several key areas of α-klotho and adeno-associated virus (“AAV”) packaging and gene delivery.

•        Competitive Advantages in Technology and IP.    ANEW has exclusive worldwide rights to develop and commercialize medical products derived from intellectual properties from world-renowned institutions such as the UAB laboratories of Assumpcio Bosch Merino. In addition, the company has reached sponsored research agreements with the UAB laboratories, and will continue to investigate eurodegenerative diseases, cancer, chronic kidney disease and heart diseases.

•        Compliance Ready.    ANEW is currently trading on the OTC Markets under the symbol “LEAS”, and its filings were up to date. The parties believe that this would simplify the business combination process.

•        Further Merger and Acquisition Potential.    After the closing of the transaction, ANEW as a public company should be able to leverage its status to acquire or partner with gene therapy companies to access to new technologies and markets, expand pipelines and accelerate commercialization, which, in return, would significantly expedite company growth and expansion and reward the shareholders with better operating results and returns.

•        Low Target Equity Value.    The Redwoods Board was presented with the pre-money valuation at IPO and current market capitalization for each of the selected public comparable companies of ANEW: Voyager Therapeutics (VYGR), Passage Bio (PASG), Taysha Gene Therapies (TSHA), Homology Medicines (FIXX), Abeona Therapeutics (ABEO), Aclaris Therapeutics (ACRS), Sol-Gel Technologies (SLGL) and Novan (NOVN). The average pre-money valuation at IPO for these peer companies was $326 million, with a low end of $123 million and a high end of $576 million, and the average current market capitalization for

these peer companies was $172 million, with a low end of $35 million and a high end of $582 million. The final negotiated transaction consideration for ANEW was $60 million, the rationale behind Redwoods’ accepting this valuation was:

•        after taking into consideration the average pre-money valuation at IPO and the average current market capitalization, a transaction consideration below $100 million would be appropriate for a company like ANEW; and

•        the low transaction valuation provides more potential upside potentials for investors.

The Redwoods Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Transactions, including, but not limited to, the following:

•        Macroeconomic Risks.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the combined company’s revenues.

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe.

•        Liquidation.    The risks and costs to Redwoods if the business combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Redwoods being unable to effect a business combination within the completion window and force Redwoods to liquidate.

•        Stockholder Vote.    The risk that Redwoods’ stockholders may object to and challenge the Transactions and take action that may prevent or delay the consummation of the Transactions, including to vote down the proposals at the special meeting or redeem their shares.

•        Closing Conditions.    The fact that completion of the Transactions is conditioned on the satisfaction of certain closing conditions that are not within Redwoods’ control.

•        Redwoods Public Stockholders Holding a Minority Position in the Post-Combination Company.    The risk that Redwoods public stockholders will hold a minority position in the post-combination company (approximately 30.6%, assuming that no shares of Redwood Common Stock are elected to be redeemed by Redwoods stockholders and excluding the impact of the shares of Redwood Common Stock underlying the warrants), which may reduce the influence that Redwoods’ current stockholders have on the management of Redwoods.

•        Litigation.    The possibility of litigation challenging the Transactions or that an adverse judgment granting injunctive relief could enjoin or otherwise interfere with the consummation of the Transactions.

•        Fees and Expenses.    The fees and expenses associated with completing the Transactions.

•        Other Risks.    Various other risks associated with the business of ANEW, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement.

In addition to considering the factors described above, the Redwoods Board also considered that:

•        Interests of Certain Persons.    Some officers and directors of Redwoods have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of Redwoods’ stockholders (see section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). Redwoods’ independent directors reviewed and considered these interests during the negotiation of the Transactions and in evaluating and unanimously approving, as members of the Redwoods Board, the Business Combination Agreement and the transactions contemplated therein, including the Transactions.

The Redwoods Board concluded that the potential benefits that it expected Redwoods and its stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The Redwoods Board also noted that Redwoods stockholders would have a substantial economic interest in the combined company (depending on the level of Redwoods stockholders that sought redemption of their public shares into cash).

Accordingly, the Redwoods Board unanimously determined that the Business Combination Agreement and the related agreements and the transactions contemplated thereby, were advisable, fair to, and in the best interests of Redwoods and its stockholders.

The Redwoods Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. As noted above, Redwoods’ officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the business combination with ANEW. In addition, Redwoods’ officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Redwoods Board in valuing ANEW’s business and assuming the risk that the ANEW Board may not have properly valued such business.

Redwoods entered into an agreement with Chardan, a U.S.-based investment bank, on April 15, 2022, pursuant to which Chardan was engaged as merger and acquisition advisor and capital markets advisor in connection with the identification of and negotiation with potential targets and other financial advisory services as agreed upon. Chardan will receive a business combination fee for the Business Combination of Redwoods and ANEW as based on the aggregate value of the Business Combination in accordance with its agreement. Pursuant to the Merger and Acquisition and Capital Markets Advisory Agreement with Redwoods dated April 15, 2022, upon the Closing, Chardan will be entitled to $1,950,000 as an M&A fee. Assuming Redwoods issues all of the 5,000,000 Earnout Shares after the Closing, Chardan will be entitled to additional $1,625,000 M&A fee. Chardan is also entitled to reimbursable expenses of up to $2,500. No fee has been paid or will be paid to Chardan for any services related to the valuation of ANEW.

Summary of ANEW Financial Analysis and Redwoods Internal Valuation Discussion

The purpose of the summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by Redwoods nor does the order of the financial analysis described represent the relative importance or weight given to those financial analysis by ANEW.

The following is a summary of the financial analyses prepared by Redwoods management and reviewed by the board of Redwoods in connection with the valuation of ANEW. The summary set forth below does not purport to be a complete description of the analysis performed or factors considered by Redwoods nor does the order of the analysis described represent the relative importance or weight given to those analysis by the board of Redwoods. Redwoods may have deemed various assumptions more or less probable than other assumptions, so the implications of the analysis summarized below should not be taken to be Redwoods’ view of the actual value of ANEW.

Comparable Company Considerations

Redwoods identified several public traded companies comparable to the various business operations of ANEW and regularly reviewed these comparable companies with its M&A and capital markets advisor. Redwoods Board concluded that ANEW compared favorably on key operating metrics.

For the purposes of evaluating ANEW relative to public traded companies, the current and expected business operations of ANEW were divided into the following categories:

•        AAV-based CNS Programs

•        Multiple Modalities

•        Generics

Redwoods believes that ANEW’s technology is unique and ANEW’s growth prospects may differ substantially to the comparable companies that it reviewed. In determining the consideration to ANEW, Redwoods analyzed the pre-money valuations at IPO and current market capitalizations of the companies indicated below based on public filings and equity research reports. To facilitate the analysis, Redwoods organized the comparable companies into three subsets including AAV-based CNS Programs, Multiple Modalities, and Generics.

AAV-based CNS Programs included companies that are developing Adeno-associated virus (AAV)-based gene therapies in central nervous system (CNS) indications. ANEW is developing an AAV-based gene therapies in amyotrophic lateral sclerosis (ALS) and Alzheimer’s disease (AD):

•        Passage Bio, Inc. (NasdaqGS: PASG): Developing AAV-based gene therapies in CNS indications (e.g.: GM1 gangliosidosis)

•        Taysha Gene Therapies (NasdaqGS: TSHA): Developing AAV-based gene therapies in CNS indications (e.g.: giant axonal neuropathy)

•        Voyager Therapeutics, Inc. (NasdaqGS: VYGR): Developing AAV-based gene therapies in CNS indications (e.g.: amyotrophic lateral sclerosis (ALS) and Alzheimer’s disease (AD))

Multiple Modalities included companies that are developing AAV-based gene therapies as well as therapies with a different modality. ANEW is developing AAV-based gene therapies, as well as biologics and generics:

•        Homology Medicines, Inc. (NasdaqGS: FIXX): Developing AAV-based gene therapies, as well as therapies utilizing gene editing and monoclonal antibodies

•        Abeona Therapeutics Inc. (NasdaqCM: ABEO): Developing AAV-based gene therapies, as well as cell therapies

Generics included companies that are developing generic medications and therapies of those that have been approved and marketed under a brand-name. ANEW has acquired licenses and stated an interest in developing generic drugs:

•        Aclaris Therapeutics, Inc. (NasdaqGS: ACRS): Developing generics in Inflammatory and Oncology indications

•        Sol-Gel Technologies Ltd. (NasdaqGM: SLGL): Developing generics in Dermatology indications

•        Novan, Inc. (NasdaqCM: NOVN): Developing generics in Dermatology indications

The Redwoods Board was presented with the Pre-Money Valuation at IPO and current market capitalization for each of the selected public comparable companies. Estimates were based on publicly available consensus research and analysts’ estimates from S&P CapitalIQ, Pitchbook, and other publicly available information.

Industry Classification		TICKER		Pre-Money Valuation at IPO			Current Market Capitalization
AAV-based CNS Programs		PASG		$	576		$	452
		TSHA			559			56
		VYGR			294			46
Multiple Modalities		FIXX		$	433		$	58
		ABEO			N/M			54
Generics		ACRS		$	158		$	582
		SLGL			141			90
		NOVN			123			35
Average					326			172
Median					294			57

____________

(1)      Estimates in $USD Million; from CapitalIQ, Pitchbook, and Company Filings as of May 11, 2023.

Redwoods management and the Redwoods Board reviewed the public comparables through a variety of analyses including as individual divisions AAV-based CNS Programs, Multiple Modalities, and Generics as well as in aggregate over with various weightings to the considered subsectors.

In making the decision, Redwoods board also considered, among other things, the following:

•        The risk that certain drugs may not pass various phases of the Drug Development Process.

•        The risk that Redwoods may fail to manage costs and expenses effectively when exploring the market.

•        The risk that certain key employees of ANEW may not choose to remain with the company post-Closing.

•        The possibility of litigation challenging the Business Combination or the combined company post Business Combination.

•        The risk that the board of Redwoods may not have properly valued ANEW’s business.

•        The risk that there may be negative reaction to the transaction in the market due to the market failure or recognition of ANEW’s products.

•        The risk that the announcement of the Business Combination and potential diversion of ANEW’s management and employee attention may adversely affect ANEW’s operations.

•        The risk that the Business Combination may not be consummated in a timely manner or that the Closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of ANEW and Redwoods’ respective shareholders.

Recommendation of the Redwoods Board

After careful consideration of the matters described above, the Redwoods Board determined unanimously that Each of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal, and the adjournment proposal, if presented, is fair to and in the best interests of Redwoods and its stockholders. The Redwoods Board has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” Each of these proposals.

Satisfaction of the 80% Test

It is a requirement under Redwoods’ current certificate of incorporation that any business acquired by Redwoods have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions at the time of the execution of a definitive agreement for an initial business combination). As of May 30, 2023, the date of the execution of the Business Combination Agreement, the balance of the funds in the trust account was approximately $51,818,716.08 (excluding up to $4,312,500 of deferred underwriting commissions) and 80% thereof represents approximately $41,454,972.86. In reaching its conclusion on the 80% asset test, the Redwoods Board used as a fair market value the $60,000,000 enterprise value for ANEW which was implied based on the terms of the Transactions agreed to by the parties in negotiating the Business Combination Agreement.

The parties to the Business Combination Agreement considered factors such as ANEW’s historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The Redwoods Board determined that the consideration being paid in the Merger, which amount was negotiated at arm’s-length, was fair to, and in the best interests of, Redwoods and its stockholders and appropriately reflected ANEW’s value.

The Redwoods Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of ANEW met the 80% requirement. Based on the fact that the $60,000,000 fair market value of ANEW as described above is in excess of the threshold of approximately $41,454,972.86, representing 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), the Redwoods Board determined that the fair market value of ANEW was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Redwoods Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the Insiders have interests in such proposals that are different from, or in addition to, those of Redwoods stockholders generally. In particular:

•        If the Transactions or another business combination are not consummated by October 4, 2023 (or December 4, 2023 if Redwoods has extended the deadline for completing the business combination on a month to month basis by contributing $120,000 per month to Redwoods’ trust account in accordance with the current certificate of incorporation), Redwoods will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Redwoods Board, dissolving and liquidating. In such event, the 2,875,000 initial shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share on the Nasdaq on [•], 2023, the record date for the special meeting. Such founder shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal - Sponsor Support Agreement.”

•        The Sponsor purchased an aggregate of 530,000 private units from Redwoods for an aggregate purchase price of $5,300,000 (or $10.00 per unit). These purchases took place on a private placement basis simultaneously with the consummation of the Redwoods IPO. A portion of the proceeds Redwoods received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $[•] based upon the closing price of $[•] per warrant on the Nasdaq on [•], 2023, the record date for the special meeting. The private units will become worthless if Redwoods does not consummate a business combination by October 4, 2023 (or December 4, 2023 if Redwoods has extended the deadline for completing the business combination on a month to month basis by contributing $120,000 per month to Redwoods’ trust account in accordance with the current certificate of incorporation). Such private units are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal - Sponsor Support Agreement.”

•        If Redwoods is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Redwoods for services rendered or contracted for or products sold to Redwoods. If Redwoods consummates a business combination, on the other hand, Redwoods will be liable for all such claims.

•        Redwoods’ officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Redwoods’ behalf, such as identifying and investigating possible business targets and business combinations. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $[_] in the aggregate. However, if Redwoods fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, Redwoods may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

•        The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

Board of Directors Following the Business Combination

Upon consummation of the Transactions, [_] directors will be elected to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Business Combination Agreement. The board of directors and officers of the Combined Company shall be the board of directors and officers of ANEW immediately prior to the closing of the Transactions. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” and for additional information.

Redemption Rights

Pursuant to Redwoods’ current certificate of incorporation, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote or how they vote on the business combination proposal. Any stockholder holding public shares as of the record date may demand that Redwoods redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $[•] per share as of [•], 2023, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, Redwoods will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Insiders will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions.

Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Redwoods’ transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this 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 it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then Redwoods’ public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, Redwoods will promptly return any shares delivered by public holders.

The closing price of Redwood Common Stock on [•], 2023, the record date for the special meeting, was $[•] per share. The cash held in the trust account on such date was approximately $[•] (approximately $[•] per public share). Prior to exercising redemption rights, stockholders should verify the market price of Redwoods common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.

Redwoods cannot assure its stockholders that they will be able to sell their shares of Redwoods common stock 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 its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Redwoods common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote “for” or “against” the business combination proposal and properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to Redwoods’ transfer agent prior to the vote at the special meeting, and the business combination is consummated.

Expected Accounting Treatment of the Transactions

We expect the Transactions to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Redwoods is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company will represent a continuation of the financial statements of ANEW with the Transactions treated as the equivalent of ANEW issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of ANEW in future reports of the Combined Company.

ANEW is expected to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•        ANEW stockholders will have a relative majority of the voting power of the Combined Company;

•        The board of directors of the Combined Company will have [_] members, and ANEW stockholders will have the ability to nominate all of the members of the board of directors;

•        ANEW’s senior management will comprise the senior management roles of the Combined Company and be responsible for the day-to-day operations; and

•        The Combined Company will assume the ANEW name.

We currently expect the private units held by the Sponsor to remain liability classified instruments upon the Closing.

Regulatory Matters

Neither Redwoods nor ANEW is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required

The approval of the business combination proposal will require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Abstentions will have the effect of a vote “AGAINST” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the Transactions.

Recommendation of the Redwoods Board

THE REDWOODS BOARD UNANIMOUSLY RECOMMENDS THAT THE REDWOODS
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

PROPOSAL NO. 2 — THE CHARTER PROPOSAL

Overview

Redwoods stockholders are also being asked to adopt the second amended and restated certificate of incorporation in the form attached hereto as Annex B, which, in the judgment of the Redwoods Board, is necessary to adequately address the needs of the Combined Company following the consummation of the Transactions.

The following is a summary of the key changes to be effected by the second amended and restated certificate of incorporation, but this summary is qualified in its entirety by reference to the full text of the second amended and restated certificate of incorporation, a copy of which is included as Annex B:

•        change the purpose of the Combined Company to “any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware”;

•        increase the total number of shares of capital stock from 51,000 shares to 1,100,000,000 shares, which would consist of (A) increasing the shares designated as common stock, par value $0.0001 per share, from 50,000,000 shares to 1,000,000,000 shares, and (B) increasing the preferred stock, par value $0.0001 per share, from 1,000,000 shares to 100,000,000 shares;

•        eliminate provisions specific to Redwoods’s status as a blank check company (such as the obligation to dissolve and liquidate if it does not consummate a business combination within a certain period of time) or that were included primarily because of Redwoods’s status as such (primarily the provisions regarding the doctrine of corporate opportunity.

Reasons for the Amendments

The Redwoods Board’s reasons for proposing each of these amendments to the certificate of incorporation are set forth below.

•        Amending Article III to provide solely that the purpose of Redwoods is “to engage in any lawful act or activity for which corporations may be organized under the DGCL” and to remove language relating to Redwoods’s powers in connection with “effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.” The Redwoods Board believes this change is appropriate to remove language applicable to a blank check company.

•        Amending Article IV to increase the Combined Company’s number of authorized shares of common stock and preferred stock. The additional shares of common stock and preferred stock provide flexibility for future issuances of common stock or preferred stock if the Combined Company’s board of directors determines that such issuances are in the best interests of the Combined Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

•        Eliminating provisions specific to Redwoods’s status as a blank check company (such as the obligation to dissolve and liquidate if it does not consummate a business combination within a certain period of time) or that were included primarily because of Redwoods’s status as such (primarily the provisions regarding the doctrine of corporate opportunity), and to make conforming changes. These revisions are desirable because said provisions will serve little or no purpose following the consummation of the Transactions as Redwoods will no longer be a blank check company whose sole purpose is to effect an initial business combination.

Vote Required

If the business combination proposal is not approved, the charter proposal will not be presented at the special meeting. The approval of the charter proposal will require the affirmative vote of holders of at least a majority of all of Redwoods’ outstanding shares of common stock on the record date. Accordingly, if a valid quorum is established, an Redwoods stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal. Abstentions and broker-non-votes will count as a vote “against” the charter proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Redwoods Board

THE REDWOODS BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

PROPOSAL NO. 3 — THE GOVERNANCE PROPOSAL

Overview

Redwoods stockholders are also being asked to vote on the governance provisions referred to below, which are included in the second amended and restated certificate of incorporation. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

In the judgment of the Redwoods Board, these provisions are necessary to adequately address the needs of Redwoods and its stockholders following the consummation of the Transactions. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Redwoods intends that the second amended and restated certificate of incorporation in the form set forth on Annex B will take effect at consummation of the business combination, assuming adoption of the charter proposal.

Change in Authorized Shares

Description of Amendment

The amendment would increase the total number of shares of capital stock from 51,000 shares to 1,100,000,000 shares, which would consist of (A) increasing the shares designated as common stock, par value $0.0001 per share, from 50,000,000 shares to 1,000,000,000 shares, and (B) increasing the preferred stock, par value $0.0001 per share, from 1,000,000 shares to 100,000,000 shares.

Reasons for the Amendment

The additional shares of common stock and preferred stock provide flexibility for future issuances of common stock and preferred stock if determined by the Combined Company’s board of directors to be in the best interests of the Combined Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Vote Required

The approval of the governance proposal will require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Abstentions will have the effect of a vote “AGAINST” the governance proposal.

As discussed above, a vote to approve the governance proposal is an advisory vote, and therefore, is not binding on Redwoods, ANEW or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Redwoods and ANEW intend that the proposed second amended and restated certificate of incorporation, in the form set forth on Annex B and containing the provisions noted above, will take effect at consummation of the business combination, assuming adoption of the charter proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Redwoods Board

THE REDWOODS BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE GOVERNANCE PROPOSAL.

PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

The purpose of the Incentive Plan is to enhance ANEW Medical’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The Redwoods Board believes that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

Description of the Material Features of the Incentive Plan

This section summarizes certain principal features of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan.

Eligibility and Administration

Employees, consultants and directors of the combined company and its subsidiaries, will be eligible to receive awards under the Incentive Plan. Following the Closing, the combined company is expected to have approximately [ • ] employees, [ • ] non-employee directors and [ • ] other individual service providers who will be eligible to receive awards under the Incentive Plan.

Following the Closing, the Incentive Plan will be administered by our board of directors, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to collectively as the plan administrator), subject to the limitations imposed under the Incentive Plan, Section 16 of the Exchange Act, stock exchange rules and other applicable laws. The plan administrator will have the authority to take all actions and make all determinations under the Incentive Plan, to interpret the Incentive Plan and award agreements and to adopt, amend and repeal rules for the administration of the Incentive Plan as it deems advisable. The plan administrator will also have the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the Incentive Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the Incentive Plan.

Shares Available for Awards

The initial aggregate number of shares of ANEW Medical common stock that will be available for issuance under the Incentive Plan will be equal to [10%] of the aggregate number of outstanding shares of ANEW Medical common stock as of immediately after the Closing. In addition, the number of shares of ANEW Medical common stock available for issuance under the Incentive Plan will be increased by an annual increase on January 1 of each calendar year beginning in 2025 and ending in 2035 by an amount equal to the lesser of (i) an amount equal to 5% of the aggregate number of outstanding shares of ANEW Medical common stock on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by our board of directors. Shares issued under the Incentive Plan may consist, in whole or in part, of authorized but unissued common stock, treasury common stock or common stock purchased in the open market.

Awards granted under the Incentive Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Incentive Plan but will count against the maximum number of shares that may be issued upon the exercise of incentive stock options (“ISOs”).

The Incentive Plan provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year, or director limit, may not exceed the amount equal to $[•] (which limits shall not apply to the compensation for any non-employee director who serves in any capacity in addition to that of a non-employee director for which he or she receives additional compensation).

Awards

The Incentive Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash based awards. Certain awards under the Incentive Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Incentive Plan will be evidenced by award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of common stock, but the applicable award agreement may provide for cash settlement of any award. A brief description of each award type follows.

•        Stock Options and SARs.    Stock options provide for the purchase of shares of common stock in the future at an exercise price set on the grant date. ISOs, in contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. Unless otherwise determined by our board of directors, the exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders).

•        Restricted Stock.    Restricted stock is an award of nontransferable shares of common stock that are subject to certain vesting conditions and other restrictions.

•        RSUs.    RSUs are contractual promises to deliver shares of common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Incentive Plan.

•        Other Stock or Cash Based Awards.    Other stock or cash based awards are awards of cash, fully vested shares of common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

•        Dividend Equivalents.    Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents payable with respect to an award prior to the vesting of such award instead will be paid out to the participant only to the extent that the vesting conditions are subsequently satisfied and the award vests.

Certain Transactions

The plan administrator has broad discretion to take action under the Incentive Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Incentive Plan and outstanding awards. In the event of a change in control (as defined in the Incentive Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction.

Repricing

Our board of directors may, without approval of the stockholders, reduce the exercise price of any stock option or SAR, or cancel any stock option or SAR in exchange for cash, other awards or stock options or SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs.

Plan Amendment and Termination

Our board of directors may amend or terminate the Incentive Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the Incentive Plan, may materially and adversely affect an award outstanding under the Incentive Plan without consent of the affected participant, and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. The Incentive Plan will remain in effect until the tenth anniversary of the day immediately prior to the Closing Date, unless earlier terminated. No awards may be granted under the Incentive Plan after its termination.

Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to any company clawback policy as set forth in such clawback policy or the applicable award agreement. Awards under the Incentive Plan are generally non-transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Incentive Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Incentive Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

•        Non-Qualified Stock Options.    If an optionee is granted an NSO under the Incentive Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The optionee’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

•        Incentive Stock Options.    A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital

gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

•        Other Awards.    The current federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); RSUs, dividend equivalents and other stock or cash based awards are generally subject to tax at the time of payment. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

Section 409A of the Code

Certain types of awards under the Incentive Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the Incentive Plan and awards granted under the Incentive Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the Incentive Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

Plan Benefits

We expect to grant restricted stock unit awards and/or stock options covering shares under the Incentive Plan to certain of our employees and directors in connection with the closing of the Business Combination. These awards are expected to vest over a period of five (5) years, subject to the grantee’s continued employment or service.

PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSAL

Overview

Assuming the business combination proposal, the Nasdaq proposal, the incentive plan proposal and the charter proposal are approved at the special meeting, we are requesting that stockholders approve and adopt a proposal to elect [_] ([_]) directors to the Redwoods Board, effective immediately upon the Closing of the business combination, with each director having a term ending on the date of the next annual stockholder meeting, or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

We are proposing [_], [_], [_], [_], [_], [_] and [_] to serve as directors.

For more information on the experience of [_], [_], [_], [_], [_], [_] and [_], please see the section entitled “Management After the Business Combination.”

Vote Required

If a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the [_] nominees who receive the most affirmative votes will be elected. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event that any nominee is unable to serve.

Accordingly, if a valid quorum is established, an Redwoods stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the director election proposal will have no effect on such 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 director election proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Redwoods Board

THE REDWOODS BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE [_] DIRECTOR NOMINEES TO THE BOARD OF DIRECTORS.

PROPOSAL NO. 6 — THE NASDAQ PROPOSAL

Overview

Assuming the business combination proposal is approved, the Merger Consideration to be paid to ANEW stockholders in connection with the Merger, will consist of approximately [_] shares of Redwood Common Stock, pursuant to the terms of the Business Combination Agreement.

For further information, please see the full text of the Business Combination Agreement, which is attached as Annex A hereto. The discussion herein is qualified in its entirety by reference to such documents.

Why Redwoods Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(a) and (b) in connection with the issuance of shares of Redwood Common Stock described above. Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company where, due to the present or potential issuance of common stock, other than common stock issued in a public offering (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities (or securities convertible into or exercisable for common stock); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the registrant. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Pursuant to the Business Combination Agreement, based on Redwoods’ current capitalization, we anticipate that we will issue to ANEW stockholders as Merger Consideration [_] shares of Redwood Common Stock. Because the number of shares of common stock we anticipate issuing as Merger Consideration (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of Redwoods, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, Redwoods would issue shares representing more than 20% of the outstanding shares of our common stock in connection with the Transactions. The issuance of such shares would result in significant dilution to Redwoods’ stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of Redwoods. If the Nasdaq Proposal is adopted, it is anticipated that, immediately after consummation of the Transactions, Redwoods’ stockholders, including the initial stockholders, will own [            ]% of the issued Combined Company Common Stock on a fully diluted basis, and ANEW stockholders will own [            ]% of the issued Combined Company Common Stock on a fully diluted basis. These relative percentages assume that (i) none of Redwoods’ existing public stockholders exercise their redemption rights as discussed herein and (ii) no Combined Company Warrants are exercised. These percentages also do not take into account any equity awards that may be issued under the Incentive Plan following the Transactions.

If the Nasdaq Proposal is not approved and we consummate the Transactions on its current terms, the Combined Company would be in violation of Nasdaq Listing Rule 5635(a) and (b), which could result in the delisting of Redwoods securities from the Nasdaq Global Market. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

It is a condition to the obligations of Redwoods and ANEW to close the Transactions that our common stock remain listed on the Nasdaq Global Market. As a result, if the Nasdaq Proposal is not adopted, the Transactions may not be completed.

Vote Required

The approval of the Nasdaq proposal will require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Abstentions will have the effect of a vote “AGAINST” the Nasdaq proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Redwoods Board

THE REDWOODS BOARD UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE
“FOR” THE NASDAQ PROPOSAL.

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

The adjournment proposal allows the Redwoods Board to submit a proposal to adjourn 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 for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal.

In no event will Redwoods solicit proxies to adjourn the special meeting or consummate the business combination beyond the date by which it may properly do so under its amended and restated certificate of incorporation and Delaware law. The purpose of the adjournment proposal is to provide more time for the Sponsor, Redwoods and/or their respective affiliates to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on such proposal and to meet the requirements that are necessary to consummate the business combination. In addition, Redwoods’ bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

In addition to an adjournment of the special meeting upon approval of an adjournment proposal, the Redwoods Board is empowered under Delaware law to postpone the meeting at any time prior to the special meeting being called to order. In such event, Redwoods will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

Consequences if the Adjournment Proposal is not Approved

If an adjournment proposal is presented at the special meeting and is not approved by the stockholders, the Redwoods Board may not be able to adjourn the special meeting to a later date. In such event, the business combination would not be completed.

Vote Required

The approval of the adjournment proposal require the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Abstentions will have the effect of a vote “AGAINST” the adjournment proposal.

Recommendation of the Redwoods Board

THE REDWOODS BOARD UNANIMOUSLY RECOMMENDS THAT REDWOODS STOCKHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by U.S. Holders and Non-U.S. Holders (each, as defined below) of Redwood Common Stock, (ii) of the business combination for U.S. Holders and Non-U.S. Holders of ANEW Common Stock, and (iii) following the business combination, of the ownership and disposition of Combined Company Common Stock and Combined Company Warrants received in the business combination.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the business combination or as a result of the ownership and disposition of Redwood Common Stock. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, U.S. state and local, or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Redwood Common Stock or ANEW Common Stock.

Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the business combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to holders that hold Redwood Common Stock and ANEW Common Stock, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•        banks or other financial institutions, underwriters, or insurance companies;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        real estate investment trusts and regulated investment companies;

•        tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax- deferred accounts;

•        expatriates or former long-term residents of the United States;

•        subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•        dealers or traders in securities, commodities or currencies;

•        grantor trusts;

•        persons subject to the alternative minimum tax;

•        U.S. persons whose “functional currency” is not the U.S. dollar;

•        persons who received Redwood Common Stock or ANEW Common Stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•        persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding Redwood Common Stock or ANEW Common Stock, or, after the business combination, the issued Combined Company Common Stock (excluding treasury shares);

•        holders holding Redwood Common Stock or ANEW Common Stock, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction;

•        controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or

•        the Sponsor or its affiliates.

As used in this proxy statement/information statement/prospectus, the term “U.S. Holder” means a beneficial owner of Redwood Common Stock or ANEW Common Stock that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of Redwood Common Stock or ANEW Common Stock that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. Holder.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Redwood Common Stock or ANEW Common Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partner and the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the exercise of redemption rights, the business combination, and the subsequent ownership and disposition of Combined Company Common Stock received in the business combination.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS, THE BUSINESS COMBINATION OR THE OWNERSHIP AND DISPOSITION OF COMBINED COMPANY COMMON STOCK. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF REDWOOD COMMON STOCK AND ANEW Common Stock MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF REDWOOD COMMON STOCK OR ANEW COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, AND OF THE OWNERSHIP AND DISPOSITION OF COMBINED COMPANY COMMON STOCK AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Holders

U.S. Federal Income Tax Consequences to U.S. Holders of Redwood Common Stock Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its Redwood Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Redwood Common Stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the Redwood Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Redwood Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Redwood Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Redwood Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations.

Redemption Treated as Sale or Exchange

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of Redwood Common Stock treated as held by the U.S. Holder (including any Redwood Common Stock constructively owned by the U.S. Holder as a result of owning public warrants) relative to all of the Redwood Common Stock outstanding both before and after the redemption. The redemption of shares of Redwood Common Stock generally will be treated as a sale or exchange of the Redwood Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Redwoods or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Redwood Common Stock actually owned by the U.S. Holder, but also Redwood Common Stock that is constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities, including those in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Redwood Common Stock which could be acquired pursuant to the exercise of the public warrants.

In order to meet the substantially disproportionate test, the percentage of Redwoods’ outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the Redwood Common Stock must be less than 80% of the percentage of Redwoods’ outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding Redwood Common Stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including through constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of stock of Redwoods entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Redwood Common Stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Redwood Common Stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of Redwood Common Stock. The redemption of the Redwood Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Redwoods. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Redwoods will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

Redemption Treated as Corporate Distribution

If the redemption does not qualify as a sale or exchange of Redwood Common Stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Redwoods’ current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Redwood Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Redwood Common Stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the preferential tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the Redwood Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their Redwood Common Stock pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of ANEW Common Stock

Tax Consequences to U.S. Holders if the Merger qualifies as either a Tax-Deferred Reorganization under Section 368(a) of the Code or as a Tax-Deferred Contribution under Section 351(a) of the Code.

If the Business Combination qualifies either as a tax-deferred reorganization under Section 368(a) of the Code or as a tax-deferred contribution under Section 351(a) of the Code, then the following U.S. federal income tax consequences will result for U.S. Holders:

(a)     no gain or loss generally will be recognized by U.S. Holders on the exchange of ANEW common stock for Redwoods Common Stock pursuant to the Business Combination;

(b)    the tax basis of a U.S. Holder in Redwoods Common Stock acquired in exchange for ANEW Common Stock pursuant to the Business Combination generally will be equal to such U.S. Holder’s tax basis in the ANEW Common Stock exchanged;

(c)     the holding period of a U.S. Holder with respect to Redwoods Common Stock acquired in exchange for ANEW Common Stock pursuant to the Business Combination generally will include such U.S. Holder’s holding period for the ANEW Common Stock exchanged; and

(d)    A U.S. Holder who exchanges ANEW common stock for Redwoods Common Stock pursuant to the Business Combination generally will be required to report certain information to the IRS on its U.S. federal income tax returns for the tax year in which the Merger occurs, and to retain certain records related to the Merger.

The IRS could challenge a U.S. Holder’s treatment of the Business Combination as a tax-deferred reorganization under Section 368(a) of the Code or as a tax-deferred contribution under Section 351(a) of the Code. If this treatment were successfully challenged, then the Merger generally would be treated as a taxable transaction, with the consequences discussed immediately below (including the recognition of any realized gain).

Tax Consequences to U.S. Holders if the Merger fails to qualify as either a Tax-Deferred Reorganization under Section 368(a) of the Code or as a Tax-Deferred Contribution under Section 351(a) of the Code.

If the Merger fails to qualify either as a tax-deferred reorganization under Section 368(a) of the Code or as a tax-deferred contribution under Section 351(a) of the Code, then the Business Combination generally would constitute a taxable disposition of the ANEW Common Stock by a U.S. Holder and generally would result in the following U.S. federal income tax consequences:

(a)     a U.S. Holder of ANEW common stock generally would recognize gain or loss equal to the difference between: (i) the fair market value of Redwood’s Common Stock received, determined as of the time of receipt by such U.S. Holder; and (ii) the U.S. Holder’s adjusted tax basis in the ANEW common stock;

(b)    the aggregate tax basis of Redwoods Common Stock received by a U.S. Holder in the Business Combination generally would be equal to the aggregate fair market value of Redwoods Common Stock received, determined as of the time of receipt; and

(c)     the holding period of Redwoods Common Stock received by a U.S. Holder in the Business Combination generally would begin on the day after receipt.

Any gain or loss recognized under subsection (a) above generally will be capital gain or loss if the ANEW Common Stock were held as capital assets at the time of the Business Combination and will be long-term capital gain or loss if a U.S. Holder’s holding period for the ANEW Common Stock exceeds one year at the time of the Merger. Long term capital gain realized by a non-corporate shareholder of ANEW Common Stock is currently taxed at a reduced rate. There are currently no preferential tax rates for long-term capital gains for corporate shareholders of ANEW Common Stock. Deductions for capital losses are subject to significant limitations.

U.S. Federal Income Tax Consequences of Ownership and Disposition of Combined Company Common Stock and Combined Company Warrants

U.S. Federal Income Tax Consequences to U.S. Holders

Distributions on the Combined Company’s Common Stock

The U.S. tax consequences to U.S. Holders that receives a distribution, including a constructive distribution, with respect to a share of the Combined Company’s Common Stock generally will be the same as described above under the section “— U.S. Federal Income Tax Consequences to U.S. Holders — Redemption Treated as Corporate Distribution.”

Sale or Other Disposition of the Combined Company’s Common Stock

The U.S. tax consequences to U.S. Holders upon the sale or other taxable disposition of the Combined Company’s Common Stock received in the Business Combination generally will be the same as described above under the section “— U.S. Federal Income Tax Consequences to U.S. Holders — Redemption Treated as Sale or Exchange.”

Possible Constructive Distributions

The terms of each Combined Company Warrant provide for an adjustment to the number of shares of the Combined Company’s Common Stock for which the Combined Company Warrants may be exercised or to the exercise price of the Combined Company Warrant in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless, a U.S. Holder of Combined Company Warrants generally will be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of the Combined Company Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the Combined Company Warrants) as a result of a distribution of cash or other property, such as other securities, to the holders of shares of the Combined Company’s Common Stock, or as a result of the issuance of a stock dividend to holders of shares of the Combined Company’s Common Stock, in each case which is taxable to such U.S. Holders as described under “— U.S. Federal Income Tax Consequences to U.S. Holders — Redemption Treated as Corporate Distribution” above. Such constructive distribution generally will be subject to tax as described under that section in the same manner as if such U.S. Holder received a cash distribution from us equal to the fair market value of such increased interest without any corresponding receipt of cash. Generally, a U.S. Holder’s adjusted tax basis in its Combined Company Warrant generally will be increased to the extent any such constructive distribution is treated as a dividend.

Exercise, Lapse or Redemption of a Combined Company Warrant

Except as discussed below with respect to the cashless exercise of a Combined Company Warrant, a U.S. Holder will not recognize gain or loss upon the exercise of a warrant. The U.S. Holder’s tax basis in the share of the Combined Company Common Stock received upon exercise of the Combined Company Warrant generally will be an amount equal to the sum of the U.S. Holder’s initial investment in the Combined Company Warrant and the exercise price of such Combined Company Warrant. It is unclear whether a U.S. Holder’s holding period for the Combined Company

Common Stock received upon exercise of the Combined Company Warrant would commence on the date of exercise of the Combined Company Warrant or the day following the date of exercise of the Combined Company Warrant; however, in either case the holding period will not include the period during which the U.S. Holder held the warrants. If a Combined Company Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such U.S. Holder’s tax basis in the Combined Company Warrant. The deductibility of capital losses is subject to certain limitations.

The tax consequences of a cashless exercise of a Combined Company Warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Although we expect a U.S. Holder’s cashless exercise of Combined Company Warrants to be treated as a recapitalization, a cashless exercise could alternatively be treated as a taxable exchange in which gain or loss would be recognized.

In either tax-free situation, a U.S. Holder’s tax basis in the Combined Company Common Stock received generally would equal the U.S. Holder’s tax basis in the Combined Company Warrant exercised. If a cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period for the Combined Company Common Stock generally would commence on the date of exercise of the Combined Company Warrant or the following day. If, however, a cashless exercise is treated as a recapitalization, the holding period of the Combined Company Common Stock generally would include the holding period of the Combined Company Warrant.

If a cashless exercise is treated as a taxable exchange, a U.S. Holder could be deemed to have surrendered a number of Combined Company Warrants having an aggregate fair market value equal to the exercise price for the total number of Combined Company Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Combined Company Warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. Such gain or loss would be long-term or short-term depending on the U.S. Holder’s holding period in the warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Combined Company Common Stock received would equal the sum of the U.S. Holder’s initial investment in the Combined Company Warrants exercised and the exercise price of such Combined Company Warrants. It is unclear whether a U.S. Holder’s holding period for the Combined Company Common Stock would commence on the date of exercise of the warrant or the day following the date of exercise of the Combined Company Warrant.

Because of the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Combined Company Common Stock received, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the tax consequences of a cashless exercise.

If we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities — Warrants — Public Shareholders’ Warrants” or if we purchase warrants in an open market transaction, such redemption or purchase generally will be the same as described above under the section “— U.S. Federal Income Tax Consequences to U.S. Holders — Redemption Treated as Sale or Exchange.”

Non-U.S. Holders

U.S. Federal Income Tax Consequences to Non-U.S. Holders of Redwood Common Stock Exercising Redemption Rights

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Redwood Common Stock as a sale or exchange under Section 302 of the Code or a distribution under Section 301 of the Code with respect to shares of Redwood Common Stock will generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Redwood Common Stock, as described above, and the corresponding consequences will be as described below.

Redemption Treated as Sale or Exchange

Any gain realized by a Non-U.S. Holder on the redemption of Redwood Common Stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

•        the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

•        we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such Redwood Common Stock redeemed, and either (A) shares of Redwood Common Stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of Redwood Common Stock. There can be no assurance that shares of Redwood Common Stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of Redwood Common Stock generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption. We would generally be classified as a “U.S. real property holding corporation” if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, we believe that we are not and have not been at any time since our formation a U.S. real property holding corporation and we do not expect to be a U.S. real property holding corporation immediately after the business combination is completed.

Redemption Treated as Corporate Distribution

With respect to any redemption treated as a corporate distribution under Section 301 of the Code, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, Redwoods will be required to withhold U.S. tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of the Redwood Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Redwood Common Stock, which will be treated as described above.

This withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

U.S. Federal Income Tax Consequences of the Business Combination to Non-U.S. Holders of ANEW Common Stock

Tax Consequences to Non-U.S. Holders if the Business Combination qualifies as either a Tax-Deferred Reorganization under Section 368(a) of the Code or as a Tax-Deferred Contribution under Section 351(a) of the Code.

We believe ANEW Medical is not nor has ever been a “U.S. real property holding corporation” for U.S. federal income tax purposes. Accordingly, the U.S. tax consequences to Non-U.S. Holders generally will be the same as described above under the section “U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of ANEW Common Stock.”

Tax Consequences to U.S. Holders if the Business Combination fails to qualify as either a Tax-Deferred Reorganization under Section 368(a) of the Code or as a Tax-Deferred Contribution under Section 351(a) of the Code.

We believe ANEW Medical is not nor has ever been a “U.S. real property holding corporation” for U.S. federal income tax purposes. Accordingly, the U.S. tax consequences to Non-U.S. Holders generally will be the same as described above under the section “ U.S. Federal Income Tax Consequences to Non-U.S. Holders — Redemption Treated as Sale or Exchange.”

U.S. Federal Income Tax Consequences of Ownership and Disposition of Combined Company Common Stock and Combined Company Warrants

Distributions on the Combined Company Common Stock

The U.S. tax consequences to Non-U.S. Holders that receives a distribution, including a constructive distribution, with respect to a share of Combined Company common stock generally will be the same as described above under the section “— U.S. Federal Income Tax Consequences to Non-U.S. Holders — Redemption Treated as Corporate Distribution.”

Sale or Other Disposition of the Combined Company’s Common Stock

The U.S. tax consequences to Non-U.S. Holders upon the sale or other taxable disposition of the Combined Company Common Stock received in the Business Combination generally will be the same as described above under the section “— U.S. Federal Income Tax Consequences to Non-U.S. Holders — Redemption Treated as Sale or Exchange.”

Possible Constructive Distributions

The terms of each Combined Company Warrant provide for an adjustment to the number of shares of the Combined Company Common Stock for which the Combined Company Warrants may be exercised or to the exercise price of the Combined Company Warrants in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless, a Non-U.S. Holder of Combined Company Warrants generally will be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (for example, through an increase in the number of shares of the Combined Company Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the Combined Company Warrants), including as a result of a distribution of cash or other property, such as securities, to the holders of shares of the Combined Company Common Stock, or as a result of the issuance of a stock dividend to holders of shares of the Combined Company Common Stock, in each case which is taxable to such Non-U.S. Holders as described under “— U.S. Federal Income Tax Consequences to Non-U.S. Holders — Redemption Treated as Corporate Distribution” above. A Non-U.S. Holder generally will be subject to U.S. federal income tax withholding under that section in the same manner as if such Non-U.S. Holder received a cash distribution from us equal to the fair market value of such increased interest without any corresponding receipt of cash.

Exercise, Lapse or Redemption of a Warrant

The characterization for U.S. federal income tax purposes of the exercise, lapse or redemption of a Non-U.S. Holder’s Combined Company Warrants generally will correspond to the characterization described under “— U.S. Federal Income Tax Consequences to Non-U.S. Holders — Exercise, Lapse or Redemption of a Warrant” above, although to the extent a cashless exercise or redemption results in a taxable exchange, the tax consequences to the Non-U.S. Holder would be similar to those described above in “— U.S. Federal Income Tax Consequences to Non-U.S. Holders — Sale or Other Disposition of Redwoods Common Stock.

Information Reporting and Backup Withholding

The Combined Company must report annually to the IRS and to each U.S. Holder and each Non-U.S. Holder the amount of cash dividends (including constructive dividends) paid to, and the tax withheld with respect to, each U.S. Holder and each Non-U.S. Holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. In the case of a Non-U.S. Holder, copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. Holder resides or is established.

U.S. backup withholding tax (currently, at a rate of 24%) is imposed on certain payments to U.S. Holders that fail to furnish the information required under the U.S. information reporting rules. Dividends paid to a Non-U.S. Holder generally will be exempt from backup withholding if the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or W-8BEN-E, or otherwise establishes an exemption.

Under U.S. Treasury Regulations, the payment of proceeds from the disposition of the shares of the Combined Company effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a Non-U.S. Holder or otherwise establishes an exemption. The payment of proceeds from the disposition of the shares of the Combined Company by a Non-U.S. Holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except in the case of proceeds from a disposition of the shares of the Combined Company by a Non-U.S. Holder effected at a non-U.S. office of a broker that is:

•        a U.S. person;

•        a “controlled foreign corporation” for U.S. federal income tax purposes;

•        a foreign person 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

•        a foreign partnership if at any time during its tax year (a) one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership, or (b) the foreign partnership is engaged in a U.S. trade or business.

Information reporting will apply unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no knowledge or reason to know to the contrary). Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the owner is a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder generally can be refunded or credited against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner. U.S. Holders and Non-U.S. Holders should consult their tax advisors regarding the application of the of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends (including constructive dividends) in respect of the shares of the Combined Company which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which the shares of the Combined Company are held will affect the determination of whether such withholding is required. Similarly, dividends (including constructive dividends) in respect of the shares of the Combined Company held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions generally will be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in the shares of the Combined Company.