INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR

TO FINANCIAL STATEMENT

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Redwoods Acquisition Corporation

Opinion on the Financial Statement

We have audited the accompanying balance sheet of

Redwoods Acquisition Corporation (the "Company") as of April 4, 2022, and the related notes (collectively referred to as the

"financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position

of the Company as of April 4, 2022 in conformity with accounting principles generally accepted in the United States of America.

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our

audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's

internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since

REDWOODS ACQUISITION CORP.

The accompany notes are an integral part of the

financial statement.

REDWOODS ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

Note 1 - Description of Organization and Business Operations

Redwoods Acquisition Corp. (the "Company")

is a newly organized blank check company incorporated as a Delaware corporation on March 16, 2021. The Company was formed for the purpose

of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

businesses or entities ("Business Combination"). The Company is not limited to a particular industry or geographic region

for purposes of consummating a Business Combination.

As of April 4, 2022, the Company had not commenced

any operations. All activities through April 4, 2022 are related to the Company's formation and initial public offering ("IPO"

as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

The Company's sponsor is Redwoods Capital

LLC, a Delaware limited liability company (the "Sponsor").

The registration statement for the Company's

IPO became effective on March 30, 2022. On April 4, 2022, the Company consummated the IPO of 10,000,000 units (which does not include

the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the "Public Units'),

generating gross proceeds of $100,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC

("Chardan") 377,500 units and 100,000 units, respectively, at $10.00 per unit (the "Private Units") in a private

placement generating total gross proceeds of $4,775,000, which is described in Note 4.

Transaction costs amounted to $7,334,539, consisting

$2,500,000 of underwriting fees, $3,750,000 of deferred underwriting fees (payable only upon completion of a Business Combination) and

$1,084,539 of other offering costs. As of April 4, 2022, cash of $1,221,755 were held outside of the Trust Account (as defined below) and

is available for the payment of offering costs and for working capital purposes.

Upon the closing of the IPO and the private placement

on April 4, 2022, a total of $ 101,000,000 was placed in a trust account (the "Trust Account") maintained by Continental Stock

Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment

Company Act"), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier

of the completion of the initial Business Combination and the liquidation due to the Company's failure to complete a Business Combination

within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company's

creditors, if any, which could have priority over the claims of the Company's public stockholders. In addition, interest income

earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions,

expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement

not held in the Trust Account.

Pursuant to Nasdaq listing rules, the Company's

initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80%

of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the

income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement

for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose

fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be

required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for

it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding

Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or

(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct

a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public

Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro

rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income

If a stockholder vote is not required by law and

the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended

and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions

pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents

with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the

Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with

a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may

elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder

approval in connection with a Business Combination, the Company's Sponsor and any of the Company's officers or directors that

may hold Insider Shares (as defined in Note 6) (the "Initial Stockholders") and Chardan have agreed (a) to vote

their Insider Shares, the shares underlying the Private Units ("Private Shares") and any Public Shares purchased during or

after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection

with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

The Initial Stockholders and Chardan have agreed

(a) to waive their redemption rights with respect to the Insider Shares, Private Shares and Public Shares held by them in connection with

the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate

of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the