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United States securities and exchange commission logo
September 9, 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.
Amendment No. 2 to
Registration Statement on Form S-4
Filed on September
1, 2022
File No. 333-266273
Dear Mr. Grossman:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 26, 2022 letter.
Form S-4 filed September 1, 2022
Chardan's Management's Discussion and Analysis of Financial Condition
and Results of
Operations
Results of Operations, page 175
1. It appears that all the
numerical disclosures in the second and third paragraphs are
reversed relative to
the periods identified, for example, we note the net loss of $570,333
relates to the three
months ended June 30, 2022 and net income of $621,507 relates to the
six months ended June
30, 2022. Please revise your disclosures to ensure each paragraph
refers to the proper
period.
Liquidity and Capital Resources, page 175
Jonas Grossman
FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
Comapany 9,
September NameChardan
2022 NexTech Acquisition 2 Corp.
September
Page 2 9, 2022 Page 2
FirstName LastName
2. Please revise your statement that "there were no cash flows from
financing activities for
the six months ended June 30, 2022 and 2021" based on your discussion
immediately
above regarding net cash used in financing activities of $7,239 for
the six months ended
June 30, 2021.
Unaudited Pro Forma Condensed Combined Financial Information, page 212
3. We note your response to prior comment 1. Please revise your
disclosures in the Form S-
4 to address the terms of the Earnout Agreement in the event a change
of control
transaction is announced and disclose how you would determine how the
price per share is
calculated in a situation where a change in control event involves an
offer being made for
the total value of the Company s assets, rather than an offering
price on a per-share basis,
as noted in your response.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Net Loss per Share, page 222
4. Please revise to reflect the pro forma net loss for the Year Ended
December 31, 2021
Assuming Maximum Redemptions as ($30,228) as disclosed on page 218.
Interim Financial Statements - Chardan
Condensed Balance Sheets, page F-22
5. Please correct the number of common shares at redemption value that
were outstanding at
December 31, 2021, disclosed in Common stock subject to redemption and
Stockholders
Deficit.
Exhibits
6. We note your response to our prior comment 3. Your Item 21 exhibit
index footnote to
Exhibit 10.6 discloses that schedules are omitted pursuant to
Regulation S-K Item
601(a)(5). However, disclosure on the first page of Exhibit 10.5
discloses that portions of
this exhibit have been omitted in accordance with Item 601(b)(2) or
601(b)(10) of
Regulation S-K. Revise the exhibit index to identify Exhibit 10.5 as
containing omitted
schedules and remove the Item 601(b)(2) and 601(b)(10) of Regulation
S-K disclosure in
Exhibit 10.6 or advise.
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.
Sincerely,
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
September 9, 2022
Page 3
FirstName LastNameJonas Grossman
Comapany NameChardan NexTech Acquisition 2 Corp.
Division of Corporation
Finance
September 9, 2022 Page 3 Office of Manufacturing
FirstName LastName