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United States securities and exchange commission logo
August 26, 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. 1 to
Registration Statement on Form S-4
Filed on August 12,
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 3, 2022 letter.
Form S-4/A filed August 12, 2022
Unaudited Pro Forma Condensed Combined Financial Information, page 220
1. We note your response
to prior comment 3. We also note that the terms of your Earnout
Agreement provide for
the issuance of Earnout Shares if a change of control transaction is
announced with an
imputed share price of New Dragonfly common stock of at least
$22.50, on or prior to
the Second Earnout Period, or $32.50, on or prior to the Third
Earnout Period. Please
explain to us how the contractual terms of your agreement 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. For example, please clarify whether the price per-
share is calculated by
dividing the transaction price by the number of outstanding shares
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
August 26, 2022
Page 2
that includes, or excludes, the shares issuable under the Earnout
Agreement. As part of
your response, please specifically address how you determined the
method, or each of the
methods, if applicable, used to determine the price per share is
consistent with your
conclusion that the Earnout Agreement is indexed to the Company s
own stock under
ASC 815-40-15.
Financial Statements, page F-1
2. Please provide updated financial statements and related disclosures as
required by Rule 8-
08 of Regulation S-X.
Exhibits
3. We note your response to prior comment five and your disclosure in the
headings of
certain exhibits. If you intend to redact information pursuant to Item
601(b)(2)(ii) or Item
601(b)(10)(iv) of Regulation S-K, please revise to mark each
applicable exhibit to
indicate, if true, that portions of the exhibit have been omitted, and
include a 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.
Please also include a similar statement at the top of the first page
of each redacted exhibit.
Refer to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K.
General
4. We note your response to our prior comment 7. Please clearly disclose
the amount of
securities being registered in this prospectus as a result of the
business combination.
Please also disclose if any, and what amount, of the securities being
issued to Dragonfly
holders in connection with the business combination are being
registered at a later date
pursuant to a registration rights agreement.
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 26, 2022 Page 2 Office of
Manufacturing
FirstName LastName