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United States securities and exchange commission logo
August 3, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re: Chardan NexTech
Acquisition 2 Corp.
Registration
Statement on Form S-4
Filed on July 22,
2022
File No. 333-266273
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.
Form S-4 filed July 22, 2022
Form 8-K furnished July 13, 2022
Exhibit 99.1, page 1
1. Refer to pages 37 and
38. We note your presentation of Adjusted EBITDA and your
disclosure in footnote
2 that you consider operating income to be the nearest GAAP
financial measure.
Please explain to us how your disclosure complies with Question
103.02 of the Non-GAAP
Compliance and Disclosure Interpretations. We also note you
do not disclose or
provide reconciliations of Adjusted EBITDA to the most directly
comparable GAAP
measure. Please explain to us how your presentation complies with
Item 100(a) of
Regulation G.
U.S. Federal Income Tax Considerations, page 157
Jonas Grossman
FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
Comapany
August NameChardan NexTech Acquisition 2 Corp.
3, 2022
August
Page 2 3, 2022 Page 2
FirstName LastName
2. We note your response to our prior comment 3 in our letter dated July
5, 2022. When
counsel elects to file a short form tax opinion, the opinion and the
proxy
statement/prospectus both must state clearly that the discussion in
the proxy
statement/prospectus constitutes counsel s opinion. We note that the
tax opinion filed as
Exhibit 8.1 refers to a "U.S. Federal Income Tax Considerations
Tax Consequences of
the Merger to Dragonfly Shareholders" section. Please revise to
clearly disclose the title of
the respective section. Also, please ensure that counsel provides a
firm opinion for each
material tax consequence, including whether the Merger will qualify as
a reorganization,
or explains why such an opinion cannot be given. If the opinion is
subject to uncertainty,
please (1) provide an opinion that reflects the degree of uncertainty
(e.g., "should") and
explain the facts or circumstances giving rise thereto, and (2) add
risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax
treatment to investors. For
guidance, refer to Staff Legal Bulletin No. 19, Sections III.C.1 and
4.
Unaudited Pro Forma Condensed Combined Financial Information, page 212
3. Your revised disclosures in response to prior comment 6 state that you
"preliminarily
determined" the earnout shares are not precluded from equity
classification. Please
provide us your analysis of how you preliminarily determined the
earnout shares should
be classified in equity. Your response should include references to
specific authoritative
accounting guidance that supports the basis for your conclusion.
Interim Financial Statements - Chardan
Condensed Balance Sheets, page F-22, page F-23
4. Your response to prior comment 9 indicates that you corrected the
number of common
shares at redemption value outstanding at December 31, 2021; however,
we note no
changes to the interim balance sheet. As previously requested, please
correct the number
of common shares at redemption value that were outstanding at December
31, 2021,
disclosed under redeemable common stock and under stockholders
equity (deficit). It
appears you incorrectly revised the annual balance sheets on page F-3
such that now the
number of common shares at redemption value that were outstanding at
December 31,
2020, disclosed under redeemable common stock and under stockholders
equity (deficit)
on page F-3, also should be corrected.
Exhibits
5. We note your disclosure in the exhibit index key that "schedules and
exhibits" have been
omitted from certain exhibits. To the extent you intend to redact
information from any
exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K, please
revise the applicable
footnote to state that certain information has been excluded from
relevant exhibits because
it is both not material and the type of information that the
registrant treats as private or
confidential. Additionally, please include a prominent statement on
the first page of the
redacted exhibit that certain identified information has been excluded
from the exhibit
because it is both not material and is the type that the registrant
treats as private or
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
August 3, 2022
Page 3
confidential.
General
6. We note your response to our prior comment 1 in our letter dated July
5, 2022. Where
applicable, please revise to clearly disclose if recent inflationary
pressures have materially
impacted your operations. In this regard, identify the types of
inflationary pressures you
are facing and how your business has been affected.
7. Please clarify the number of securities you are seeking to register
under this registration
statement. In this regard, we note your disclosures that "This proxy
statement/prospectus
relates to the issuance by Chardan of shares of New Dragonfly common
stock issued in
connection with the Merger described herein," and "This proxy
statement/prospectus also
relates to 40,000,000 New Dragonfly common stock issued as Earnout
Shares."
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.
You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or
Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Bradley Ecker,
Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any
other questions.
FirstName LastNameJonas Grossman Sincerely,
Comapany NameChardan NexTech Acquisition 2 Corp.
Division of
Corporation Finance
August 3, 2022 Page 3 Office of
Manufacturing
FirstName LastName