Filing Overview
Registrant: Redwoods Acquisition Corp., a Delaware special purpose acquisition company (SPAC), not Greenland Mines Ltd. The Form 8-K is dated October 11, 2022, with the report signed October 14, 2022. The filing concerns a change in independent registered public accounting firm.
Auditor Change
- Friedman LLP continued to serve as the company’s auditor through October 11, 2022.
- The Audit Committee dismissed Friedman and engaged Marcum LLP effective October 11, 2022, for the fiscal year ending December 31, 2022.
- The change followed Friedman’s combination with Marcum effective September 1, 2022; Friedman and Marcum continued operating as independent registered public accounting firms.
Prior Audit Matters
- Friedman’s audit report covering January 1–10, 2022 and the period from inception on March 16, 2021 through December 31, 2021 contained a going-concern uncertainty.
- The report did not contain an adverse opinion or disclaimer and was not qualified or modified regarding audit scope or accounting principles, other than the going-concern uncertainty.
- The company reported no disagreements with Friedman regarding accounting principles, financial statement disclosures, or audit scope or procedures during the year ended December 31, 2021 or the subsequent interim period through October 11, 2022.
- The company also reported no reportable events under Item 304(a)(1)(v) of Regulation S-K.
Financial Metrics and Outlook
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, operating guidance, or other quantitative financial metrics. It does disclose a going-concern uncertainty in Friedman’s prior audit report, but provides no additional explanation or updated assessment.
Management Commentary and Risks
The company stated that neither it nor anyone acting on its behalf consulted Marcum during the relevant period regarding accounting principles for a specified transaction, potential audit opinions, disagreements, or reportable events. Friedman was requested to provide the SEC with a letter regarding the disclosures; that letter was included as Exhibit 16.1.
Important Facts to Verify
- Confirm that the intended issuer is Redwoods Acquisition Corp., because the request metadata identifies Greenland Mines Ltd.
- Review Exhibit 16.1, including Friedman’s letter dated October 11, 2022, referenced in the filing as an exhibit dated October 14, 2022.
- Assess the implications of the going-concern uncertainty in the prior audit report.
- Verify whether subsequent filings provide updated liquidity, operating status, business-combination timing, or auditor-related developments.