Item 1.01. Entry into a Material Definitive Agreement.

On March 22, 2023, Redwoods Acquisition Corp. (the "Company") issued an unsecured, non-interest bearing promissory note in the principal amount of $150,000 (the "Note") to Redwoods Capital LLC, the Company's sponsor. The maturity date of the Note shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below, and the holder of the Note, in its sole discretion, may convert any or all of the unpaid principal under the Note into units of the Company, at a price of $10.00 per unit, upon consummation of the Company's initial business combination. "Repayment/Conversion Trigger Event" means:





  (i) the closing of a merger, consolidation or other business combination
      pursuant to which the Company acquires an entity for its initial business
      combination; or




  (ii) the liquidation of the Company on or before the date of the 12 month
       anniversary of the Company's initial public offering (the "IPO") (or up to
       the 18 month anniversary of the IPO if the Company extends the period of
       time to consummate a business combination), or such later liquidation date
       as may be approved by the Company's stockholders, that occurs while the
       Note is outstanding or any time thereafter prior to the repayment of the
       Note.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
10.1            Promissory Note to Redwoods Capital LLC, dated March 22, 2023  .
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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