Item 4.01 Changes in Registrant's Certifying Accountant.
a) Dismissal of Independent Registered Public Accounting Firm.
Based on information provided by Friedman LLP ("Friedman"), the independent
registered public accounting firm of Redwoods Acquisition Corp. (the "Company"),
effective September 1, 2022, Friedman combined with Marcum LLP ("Marcum") and
continued to operate as an independent registered public accounting
firm. Friedman continued to serve as the Company's independent registered public
accounting firm through October 11, 2022. On October 11, 2022, the Audit
Committee of the Board of Directors of the Company dismissed Friedman and
engaged Marcum to serve as the independent registered public accounting firm of
the Company for the year ending December 31, 2022, effective immediately. The
services previously provided by Friedman will now be provided by Marcum.
Friedman's report on the Company's financial statements (the "Audit Report") for
the period from January 1, 2022 to January 10, 2022 and March 16, 2021
(inception) through December 31, 2021 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Audit Report contained an
uncertainty about the Company's ability to continue as a going concern.
During the fiscal year ended December 31, 2021, and the subsequent interim
period through October 11, 2022, there were no disagreements with Friedman on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Friedman, would have caused Friedman to make reference to
the subject matter of the disagreements in connection with its reports on the
Company's financial statements for such years. Also during this time, there were
no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Friedman with a copy of the above disclosures and requested
that Friedman furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made
above. A copy of Friedman's letter dated October 11, 2022 is attached as Exhibit
16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On October 11, 2022, the Company engaged Marcum as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2022,
effective immediately. During the fiscal year ended December 31, 2021 and
through October 11, 2022, neither the Company nor anyone on its behalf consulted
with Marcum regarding (i) the application of accounting principles to any
specified transaction, either completed or proposed or the type of audit opinion
that might be rendered on the Company's consolidated financial statements, and
neither a written report nor oral advice was provided to the Company that
Marcum concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting issue, or (ii)
any matter that was either the subject of a "disagreement," as defined in
Item 304(a)(1)(iv) of Regulation S-K, or a "reportable event," as defined in
Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from Friedman LLP regarding the change in the Registrant's
certifying accountant, dated October 14, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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