Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Chardan Nextech
Acquisition 2 Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
159561109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 159561109 | |||
| 1 |
NAME OF REPORTING PERSONS
Chardan NexTech Investments 2 LLC | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| |
| 6 |
SHARED VOTING POWER
3,030,500(1) | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
3,030,500(1)(2) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,500(1)(2) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
See footnote (2) below. | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.2%(1)(2)(3) | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
| CUSIP No. 159561109 | |||
| 1 |
NAME OF REPORTING PERSONS
Jonas Grossman | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | |
| 6 |
SHARED VOTING POWER
3,030,500(1) | ||
| 7 |
SOLE DISPOSITIVE POWER
0 | ||
| 8 |
SHARED DISPOSITIVE POWER
3,030,500(1)(2) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,500(1)(2) | ||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
See footnote (2) below. | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.2%(1)(2)(3) | ||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| (1) | See Item 4. These are the Issuer’s shares of common stock issued in a private placement prior to the initial public offering of the Issuer. Terms of these shares are more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-254010 and 333-258699). Jonas Grossman is the managing member of Chardan NexTech Investments 2 LLC. Consequently, he may be deemed the beneficial owner of the shares held by Chardan NexTech Investments 2 LLC and share voting and dispositive control over such securities. |
| (2) | Excludes 4,627,858 shares which may be purchased by exercising warrants that are not presently exercisable. |
| (3) | Based on 15,812,500 shares of common stock issued and outstanding as of November 10, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021. |
| Item 1(a). | Name of Issuer |
| Chardan NexTech Acquisition 2 Corp. (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
| 17 State Street, 21st Floor | |
| New York, NY 10004 | |
| Item 2(a). | Names of Persons Filing |
| Chardan NexTech Investments 2 LLC and Jonas Grossman (collectively, the “Reporting Persons”) | |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| 17 State Street, 21st Floor | |
| New York, NY 10004 | |
| Item 2(c). | Citizenship |
| Chardan NexTech Investments 2 LLC is a limited liability company formed in Delaware. Jonas Grossman is a citizen of the United States of America. |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.0001 par value per share. |
| Item 2(e). | CUSIP Number |
| 159561109 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ¨ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. |
| ¨ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. |
| ¨ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| ¨ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ¨ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
| ¨ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
| ¨ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| ¨ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| ¨ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. |
| ¨ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
| Item 4. | Ownership |
| The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | |
| As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 3,030,500 shares of the Issuer’s Common Stock, representing 19.2% of the total of shares of Common Stock issued and outstanding. The terms of such shares of Common Stock are more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-254010 and 333-258699). | |
| The percentage of the shares of Common Stock held by the Reporting Persons is based on 15,812,500 Common Stock issued and outstanding as of November 10, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021. | |
| Chardan NexTech Investments 2 LLC is the record holder of the shares reported herein. Jonas Grossman is the managing member of Chardan NexTech Investments 2 LLC. Consequently, he may be deemed the beneficial owner of the shares held by Chardan NexTech Investments 2 LLC and share voting and dispositive control over such securities. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable |
| Item 10. | Certification |
| Not Applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: February 24, 2022
| CHARDAN NEXTECH INVESTMENTS 2 LLC, | ||||
| a Delaware limited liability company | ||||
| By: | /s/ Jonas Grossman | |||
| Name: | Jonas Grossman | |||
| Title: | Managing Member | |||
| /s/ Jonas Grossman | ||||
| Name: | Jonas Grossman | |||
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 24, 2022 |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Chardan NexTech Acquisition 2 Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 24, 2022.
| CHARDAN NEXTECH INVESTMENTS 2 LLC, | ||||
| a Delaware limited liability company | ||||
| By: | /s/ Jonas Grossman | |||
| Name: | Jonas Grossman | |||
| Title: | Managing Member | |||
| /s/ Jonas Grossman | ||||
| Name: | Jonas Grossman | |||