Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


	
    NUMBER

     

    RWODU
	 	UNITS


 


REDWOODS ACQUISITION CORP.


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	 	CUSIP 758083 208


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK,
ONE REDEEMABLE WARRANT AND

ONE RIGHT TO RECEIVE ONE-TENTH (1/10) OF ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT __________________________________________________________
___________________is the

 owner of _________________________________________________________________________________________ Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Redwoods Acquisition Corp.,
a Delaware corporation (the “Company”), one redeemable warrant (the “Warrant(s)”)
and one right (the “Right(s)”). Each redeemable warrant entitles the holder thereof to purchase one-half (1/2)
of one share of Common Stock at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s
completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the closing
of the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one share of Common Stock upon
the consummation of the Business Combination. The Common Stock, Warrants and Rights comprising the Units represented by this certificate
are not transferable separately prior to the 45th day after the date of the prospectus relating to the closing of the Company’s
initial public offering (“IPO”), subject to earlier separation in the discretion of Chardan Capital Markets,
LLC, provided that the Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate
trading will begin.


 


The terms of the Warrants and Rights are governed
by a warrant agreement (the “Warrant Agreement”) and rights agreement (the “Rights Agreement”),
dated as of [●], 2022, between the Company and American Stock Transfer & Trust Company, LLC, as the warrant agent and rights
agent, and is subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. A copy of the Warrant Agreement and Rights Agreement is on file at the office of American Stock Transfer
& Trust Company, LLC at 6201 15th Avenue, Brooklyn, New York, 11219 and is available to Warrants holder and Rights holder on written
request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.


 


	By	 	 	 
	 	Chief Executive Officer	 	Secretary


 





 



 






     


     


    









 


Redwoods Acquisition Corp.


 


The Company will furnish without
charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM	—	as tenants in common	 	UNIF

 GIFT

 MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship

 and not as tenants in common	 	 	under Uniform Gifts to
    Minors Act
	 	 	 	 	(State)


 


Additional abbreviations may also be used though
not in the above list.


 


	For value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


  


	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 


_____________________________________________________________________________________________ 


Units represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint


 


_____________________________________________________________________________________________ 


Attorney to transfer the said Units
on the books of the within named Company will full power of substitution in the premises.


 


	Dated	 	 	 	 
	 	 	 	 	 
	 	 	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 


 


	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


The holder(s) of this certificate shall be entitled
to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in
the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period
of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(the “Charter”) or (ii) if the holder(s) seek(s) to convert his, her or its shares upon consummation of, or
tender(s) his, her or its shares in a tender offer in connection with, an initial business combination or in connection with certain amendments
to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.