8-K
Greenland Mines Ltd (GRML)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
April 7, 2022
Date of Report (Date of earliest event reported)
Redwoods Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41340 | 86-2727441 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1115 Broadway, 12th Floor<br><br> <br>New York, NY | 10010 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 916-5315
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units | RWODU | The Nasdaq Stock Market LLC |
| Common Stock | RWOD | The Nasdaq Stock Market LLC |
| Warrants | RWODW | The Nasdaq Stock Market LLC |
| Rights | RWODR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated April 4, 2022 (the “Current Report”), Redwoods Acquisition Corp. (the “Company”), consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Redwoods Capital LLC (the “sponsor”) and Chardan Capital Markets, LLC (“Chardan”) of 377,500 units and 100,000 units, respectively (the “Private Units”), generating total proceeds of $4,775,000.
Subsequently, on April 5, 2022, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on April 7, 2022. The total aggregate issuance by the Company of 1,500,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $15,000,000. On April 7, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 37,500 Private Units and 15,000 Private Units to the sponsor and Chardan, respectively, generating gross proceeds of $525,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $116,150,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on April 4, 2022 and April 7, 2022, were placed in a trust account established for the benefit of the Company’s public stockholders. Included with this report as Exhibit 99.1 is an unaudited pro forma balance sheet as of April 7, 2022 reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Balance Sheet dated April 7, 2022 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 27, 2022 | |
|---|---|
| REDWOODS ACQUISITION CORP. | |
| By: | /s/ Jiande Chen |
| Name: | Jiande Chen |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of April 7, 2022 | F-2 |
|---|---|
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
REDWOODS ACQUISITION CORP.
PRO FORMA BALANCE SHEET
| Pro Forma<br> Adjustments | As Adjusted April 7,<br><br> 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash | 1,221,755 | $ | (217,500 | ) | (d) | $ | 635,162 | ||
| (269,000 | ) | (e) | |||||||
| (100,000 | ) | (f) | |||||||
| (93 | ) | (g) | |||||||
| Prepaid expense | 264,926 | 30,000 | (e) | 294,926 | |||||
| Total current assets | 1,486,681 | (556,593 | ) | 930,088 | |||||
| Cash held in trust account | 101,000,000 | 15,000,000 | (a) | 116,150,000 | |||||
| 525,000 | (b) | ||||||||
| (375,000 | ) | (c) | |||||||
| Total Assets | 102,486,681 | $ | 14,593,407 | $ | 117,080,088 | ||||
| Liabilities, Temporary Equity, and Stockholders’ Deficit | |||||||||
| Current liabilities | |||||||||
| Accrued offering costs and expenses | 460,975 | $ | (217,500 | ) | (d) | $ | 4,475 | ||
| (239,000 | ) | (e) | |||||||
| Due to related party | 200,000 | (100,000 | ) | (f) | 100,000 | ||||
| Total current liabilities | 660,975 | (556,500 | ) | 104,475 | |||||
| Warrant liability | 529,495 | — | 529,495 | ||||||
| Deferred underwriting fee payable | 3,750,000 | 562,500 | (c) | 4,312,500 | |||||
| Total Liabilities | 4,940,470 | 6,000 | 4,946,470 | ||||||
| Commitments and Contingencies | |||||||||
| Common stock subject to possible redemption, 10,000,000 and 11,500,000 shares at conversion value of 10.10 per share, as actual and adjusted, respectively | 101,000,000 | 15,000,000 | (a) | 116,150,000 | |||||
| 150,000 | (b) | ||||||||
| Stockholders’ Deficit | |||||||||
| Common stock, 0.0001 par value; 50,000,000 shares authorized; 3,352,500 and 3,405,000 shares issued and outstanding (excluding 10,000,000 and 11,500,000 shares subject to possible redemption, as actual and adjusted, respectively) | 335 | 5 | (b) | 340 | |||||
| Additional paid-in capital | — | — | — | ||||||
| Accumulated deficit | (3,454,124 | ) | 374,995 | (b) | (1,949,702 | ) | |||
| (937,500 | ) | (c) | |||||||
| (93 | ) | (g) | |||||||
| Total Stockholders’ Deficit | (3,453,789 | ) | (562,593 | ) | (4,016,382 | ) | |||
| Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 102,486,681 | $ | 14,593,407 | $ | 117,080,088 |
All values are in US Dollars.
The accompany notes are an integral part of the pro forma financial statement.
F-2
REDWOODS ACQUISITION CORP.
NOTES TO PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Optionand Additional Private Placement
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Redwoods Acquisition Corp. (the “Company”) as of April 7, 2022, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on April 7, 2022 as described below.
On April 4, 2022, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Redwoods Capital LLC (the “sponsor”) and Chardan Capital Markets, LLC (“Chardan”) of 377,500 units and 100,000 units, respectively (the “Private Units”), generating total proceeds of $4,775,000.
The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On April 5, 2022, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on April 7, 2022. The total aggregate issuance by the Company of 1,500,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $15,000,000. On April 7, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 37,500 Private Units and 15,000 Private Units to the sponsor and Chardan, respectively, generating gross proceeds of $525,000.
A total of $116,150,000 ($10.10 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on April 4, 2022 and April 7, 2022, were placed in a trust account with Continental Stock Transfer & Trust acting as trustee.
As the over-allotment option was fully exercised, no portion of the insider shares are subject to forfeiture.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above are as follows:
| Pro Forma Entries | Credit | |||
|---|---|---|---|---|
| (a) | Cash held in trust account | 15,000,000 | ||
| Common stock subject to possible redemption | $ | 15,000,000 | ||
| To record sale of 1,500,000 Over-allotment Units at 10.00 per Unit | ||||
| (b) | Cash held in trust account | 525,000 | ||
| Common stock | $ | 5 | ||
| Additional paid-in capital | $ | 374,995 | ||
| Common stock subject to possible redemption | $ | 150,000 | ||
| To record sale of 52,500 Additional Private Units at 10.00 per Unit | ||||
| (c) | Additional paid-in capital | 937,500 | ||
| Cash held in trust account | $ | 375,000 | ||
| Deferred underwriting fee payable | $ | 562,500 | ||
| To record payment of cash underwriting fee and deferred underwriting fee arising from sale of Over-allotment Units | ||||
| (d) | Accrued offering costs and expenses | 217,500 | ||
| Cash | $ | 217,500 | ||
| To record payment of accrued offering costs and expenses | ||||
| (e) | Prepaid expenses | 30,000 | ||
| Accrued offering costs and expenses | 239,000 | |||
| Cash | $ | 269,000 | ||
| To record payment of accrued offering costs and expenses | ||||
| (f) | Promissory note – related party | 100,000 | ||
| Cash | $ | 100,000 | ||
| To record repayment of promissory note from the Sponsor | ||||
| (g) | Accumulated deficit | 93 | ||
| Additional paid-in capital | $ | 93 | ||
| To record bank service charge |
All values are in US Dollars.
F-3