Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - Chardan NexTech Acquisition 2 Corp. | tm2124803d1_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - Chardan NexTech Acquisition 2 Corp. | tm2124803d1_ex5-1.htm |
As filed with the U.S. Securities and Exchange Commission on August 10, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHARDAN NEXTECH ACQUISITION 2 CORP.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 85-1873463 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
17 State Street, 21st Floor
New York, NY 10004
(646) 465-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonas Grossman
Chief Executive Officer
17 State Street, 21st Floor
New York, NY 10004
(646) 465-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ari Edelman, Esq. C. Craig Lilly, Esq. Reed Smith LLP 599 Lexington Avenue New York, New York 10022 (212) 521-5400 (212) 521-5450 — Facsimile |
Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig, LLP 1750 Tysons Blvd., Suite 1000 McLean, VA 22102 (703) 749-1300 (703) 749-1301 — Facsimile |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this offering.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-254010
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | x | Smaller reporting company | x |
Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security being registered |
Amount Being Registered |
Proposed Price per |
Proposed
Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee |
Units, each consisting of one share of common stock, $0.0001 par value and three-quarters of one redeemable warrant entitling the holder to purchase one share of common stock(2) |
1,150,000 |
$10.00 |
$11,500,000 |
$1,254.65 |
Shares of common stock, $0.0001 par value, included as part of the units(3) |
1,150,000 |
— |
— |
—(4) |
Redeemable warrants included as part of the units(3) | 862,500 | — | — | —(4) |
Shares of common stock underlying the redeemable warrants included as part of the units |
862,500 |
11.50 |
9,918,750 |
1,082.14(5) |
Total | $21,418,750.00 | $2,336.79(6) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-254010). |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g) under the Securities Act. |
(5) | Calculated pursuant to Rule 457(g), based on the exercise price of the warrants. |
(6) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $115,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-254010), which was declared effective by the Securities and Exchange Commission on August 10, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $11,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-254010) (the “Prior Registration Statement”), initially filed by the Registrant on March 8, 2021 and declared effective by the Securities and Exchange Commission on August 10, 2021. This Registration Statement covers the registration of an additional 1,150,000 of the Registrant’s units, each consisting of one share of common stock, $0.001 par value per share, and three-quarters of one warrant, each whole warrant entitling the holder thereof to purchase one share of common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of August 11, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than August 11, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) | Exhibits. The following exhibits are filed as part of this registration statement: |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 10th of August, 2021.
CHARDAN NEXTECH ACQUISITION 2 CORP. | ||
By: | /s/ Jonas Grossman | |
Name: | Jonas Grossman | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Jonas Grossman | Chief Executive Officer, President, Secretary, | August 10, 2021 | ||
Jonas Grossman | Treasurer and Director (Principal executive officer) | |||
/s/ Alex Weil | Chief Financial Officer | August 10, 2021 | ||
Alex Weil | (Principal financial and accounting officer) |
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