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United States securities and exchange commission logo
April 1, 2021
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, NY 10004
Re: Chardan NexTech
Acquisition 2 Corp.
Registration
Statement on Form S-1
Filed March 8, 2021
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 10,
2021
File No. 333-254010
Dear Mr. Grossman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover page
1. We note your disclosure
that there is no guarantee that your securities will be approved for
listing on Nasdaq. If
the offering is not conditioned on the receipt of Nasdaq listing
approval, please revise
the cover page to clearly state that fact.
2. Please revise to
disclose that your sponsor and certain officers and directors are affiliated
with the representative
of the underwriters and that you have engaged a qualified
independent
underwriter, as referenced on page 146. In the next amendment to your
registration statement,
please identify the qualified independent underwriter.
Jonas Grossman
FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
Comapany
April NameChardan NexTech Acquisition 2 Corp.
1, 2021
April 21, 2021 Page 2
Page
FirstName LastName
Prospectus Summary
Our Management Team, page 3
3. Please revise to disclose that Mr. Popper, who will serve as your
Chairman, also serves as
the Chairman of Chardan, as disclosed on page 104.
Initial Business Combination, page 8
4. We note your disclosure on page 145 that you have engaged Chardan as
an advisor in
connection with your business combination, pursuant to the Business
Combination
Marketing Agreement, and that you will pay Chardan a cash fee for such
services upon
the consummation of your initial business combination in an amount
equal to 3.5% of the
gross proceeds of the offering. Under a separate heading, please
disclose such fee and
whether the individuals who will perform the specified services on
behalf of Chardan also
serve as your officers or directors.
5. We note your disclosure that your sponsor will transfer up to 20,000
founder shares to
each of your independent directors or you will pay cash fees to such
directors, at your
discretion. Please revise to disclose the factors that you will
consider in determining
whether directors will be compensated in founder shares or cash, and
quantify such cash
fees.
Exclusive Forum for Certain Lawsuits, page 132
6. We note your disclosure that your exclusive forum provision will not
apply to claims
arising under the federal securities laws, including the Securities
Act as to which the Court
of Chancery and the federal district court for the District of
Delaware shall concurrently
be the sole and exclusive forums. However, on page 59 you state that
the federal district
courts of the United States of America shall, to the fullest extent
permitted by law, be the
exclusive forum for the resolution of any complaint asserting a cause
of action arising
under the Securities Act. Please revise to clarify this inconsistency.
Additionally, please
revise the risk factor on page 55 to disclose that there is also a
risk that your exclusive
forum provision in your warrant agreement may result in increased
costs for investors to
bring a claim.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
April 1, 2021
Page 3
You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Christine Westbrook at 202-551-5019
with any
other questions.
Sincerely,
FirstName LastNameJonas Grossman
Division of
Corporation Finance
Comapany NameChardan NexTech Acquisition 2 Corp.
Office of Life
Sciences
April 1, 2021 Page 3
cc: Ari Edelman, Esq.
FirstName LastName