RENO,
Nev., Sept. 19, 2022 /PRNewswire/ -- Chardan
NexTech Acquisition 2 Corp. ("CNTQ") (Nasdaq: CNTQ), a publicly
traded special purpose acquisition company, today announced that
CNTQ's registration statement on Form S-4, relating to the
previously announced business combination between CNTQ and
Dragonfly Energy Corp. ("Dragonfly"), a leading manufacturer of
deep cycle lithium-ion batteries, has been declared effective by
the U.S. Securities and Exchange Commission.
CNTQ will mail the definitive proxy statement/prospectus (the
"Proxy Statement") to stockholders of record as of the close of
business on August 11, 2022. The
Proxy Statement contains a notice and voting instruction form or a
proxy card relating to the special meeting of CNTQ's stockholders
(the "Special Meeting").
The Special Meeting to approve the proposed business combination
is scheduled to be held on October 6,
2022 at 10:00 a.m. Eastern
Time via a virtual meeting format at
https://www.cstproxy.com/cnaq/2022. If the proposals at the Special
Meeting are approved, the parties anticipate that the business
combination will close and the combined entity will commence
trading on the Nasdaq under the new ticker symbols "DFLI" and
"DFLIW" shortly thereafter, subject to the satisfaction or waiver,
as applicable, of all other closing conditions.
Every stockholder's vote is important, regardless of the number
of shares held. Accordingly, CNTQ requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and, if by internet, no later than 11:59 p.m. Eastern Time on October 5, 2022, to ensure that the stockholder's
shares will be represented at the Special Meeting. Stockholders who
hold shares in "street name" (i.e., those stockholders whose shares
are held of record by a broker, bank or other nominee) should
contact their broker, bank or nominee to ensure that their shares
are voted.
If any CNTQ stockholder does not receive the Proxy Statement,
such stockholder should (i) confirm his or her Proxy Statement's
status with his or her broker or (ii) contact Morrow Sodali LLC,
CNTQ's proxy solicitor, for assistance via e-mail at
CNTQ.info@investor.morrowsodali.com or toll-free call at
800-662-5200. Banks and brokers can place a collect call to Morrow
Sodali LLC at 203-658-9400.
Advisors
Stifel, Nicolaus & Company, Incorporated ("Stifel") is
serving as financial advisor, and O'Melveny & Myers, LLP and
Parsons Beble & Latimer are serving as legal counsel, to
Dragonfly. Chardan Capital Markets LLC ("Chardan") is serving as
financial advisor, Stifel and Chardan are acting as joint placement
agents, and Skadden, Arps, Slate, Meagher & Flom LLP and
Brownstein Hyatt Farber Schreck, LLP
are serving as legal counsel, to CNTQ.
About Dragonfly
Dragonfly Energy Corp., headquartered in Reno, Nevada, is a leading supplier of deep
cycle lithium-ion batteries. Dragonfly's research and development
initiatives are revolutionizing the energy storage industry through
innovative technologies and manufacturing processes. Today,
Dragonfly's non-toxic deep cycle lithium-ion batteries are
displacing lead-acid batteries across a wide range of end-markets,
including RVs, marine vessels, off-grid installations, and other
storage applications. Dragonfly is also focused on delivering an
energy storage solution to enable a more sustainable and reliable
smart grid through the future deployment of the Company's
proprietary and patented solid-state cell technology. To learn
more, visit www.dragonflyenergy.com/investors.
About Chardan NexTech Acquisition
2 Corp.
Chardan NexTech Acquisition 2 Corp. (Nasdaq: CNTQ) is a blank
check company led by its Chairman of the Board of Directors,
Kerry Propper, its Chief Executive
Officer and Director, Jonas
Grossman, and its Chief Financial Officer and Director,
Alex Weil. The company was formed
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
similar business combination with one or more businesses. The
Company has focused its search for a target business operating in
disruptive technologies. To learn more, visit
https://www.cnaq.com/.
Forward-Looking
Statements
This press release contains certain "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended, including certain
financial forecasts and projections. All statements other than
statements of historical fact contained in this press release,
including statements as to the transactions contemplated by the
business combination and related agreements, future results of
operations and financial position, revenue and other metrics,
planned products and services, business strategy and plans,
objectives of management for future operations of Dragonfly, market
size and growth opportunities, competitive position and
technological and market trends, are forward-looking statements.
Some of these forward-looking statements can be identified by the
use of forward-looking words, including "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict,"
"plan," "targets," "projects," "could," "would," "continue,"
"forecast" or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors (some of which are beyond
the control of Dragonfly or CNTQ) which could cause actual results
to differ materially from those expressed or implied by such
forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by CNTQ and its management, and Dragonfly and
its management, as the case may be, are inherently uncertain and
many factors may cause the actual results to differ materially from
current expectations which include, but are not limited to: 1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement
with respect to the business combination; 2) the outcome of any
legal proceedings that may be instituted against Dragonfly, CNTQ,
the combined company or others following the announcement of the
business combination and the transactions contemplated thereby; 3)
the inability to complete the business combination due to the
failure to obtain approval of the stockholders of CNTQ, or to
satisfy other conditions to closing the business combination; 4)
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; 5) the ability to meet Nasdaq's listing
standards following the consummation of the business combination;
6) the risk that the business combination disrupts current plans
and operations of Dragonfly as a result of the announcement and
consummation of the business combination; 7) the inability to
recognize the anticipated benefits of the business combination; 8)
ability of Dragonfly to successfully increase market penetration
into its target markets; 9) the addressable markets that Dragonfly
intends to target do not grow as expected; 10) the loss of any key
executives; 11) the loss of any relationships with key suppliers
including suppliers in China; 12)
the loss of any relationships with key customers; 13) the inability
to protect Dragonfly's patents and other intellectual property; 14)
the failure to successfully optimize solid state cells or to
produce commercially viable solid state cells in a timely manner or
at all, or to scale to mass production; 15) costs related to the
business combination; 16) changes in applicable laws or
regulations; 17) the possibility that Dragonfly or the combined
company may be adversely affected by other economic, business
and/or competitive factors; 18) Dragonfly's estimates of its growth
and projected financial results for 2022 and 2023 and meeting or
satisfying the underlying assumptions with respect thereto; 19) the
risk that the business combination may not be completed in a timely
manner or at all, which may adversely affect the price of CNTQ's
securities; 20) the risk that the transaction may not be completed
by CNTQ's business combination deadline (as may be extended
pursuant to CNTQ's governing documents); 21) the impact of the
novel coronavirus disease pandemic, including any mutations or
variants thereof and the Russian/Ukrainian conflict, and any
resulting effect on business and financial conditions; 22)
inability to complete PIPE investment, the term loan and equity
line (ChEF) in connection with the business combination; 23) the
potential for events or circumstances that result in Dragonfly's
failure to timely achieve the anticipated benefits of Dragonfly's
customer arrangements with Thor; and 24) other risks and
uncertainties set forth in the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in CNTQ's
Form S-1 (File Nos. 333-252449 and 333-253016), Annual Report on
Form 10-K for the year ended December 31,
2021, Quarterly Reports on Form 10-Q for the three months
ended March 31, 2022 and the six
months ended June 30, 2022 and
registration statement on Form S-4 (File No. 333-266273) filed with
the SEC on July 22, 2022, as amended,
which is subject to change and will include a document that serves
as a prospectus and proxy statement of CNTQ, referred to as a proxy
statement/prospectus and other documents filed by CNTQ from time to
time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
CNTQ nor Dragonfly gives any assurance that either CNTQ or
Dragonfly or the combined company will achieve its expected
results. Neither CNTQ nor Dragonfly undertakes any duty to update
these forward-looking statements, except as otherwise required by
law. For additional information, see "Risk Considerations" in the
investor presentation, filed in a Current Report on Form 8-K by
CNTQ with the SEC and available at www.sec.gov.
Additional Information About the
Proposed Business Combination and Where to Find It
This press release relates to a proposed transaction between
CNTQ and Dragonfly. CNTQ has filed a registration statement on Form
S-4 (File No. 333-266273) with the SEC on July 22, 2022, as amended, which is subject to
change and includes a document that serves as a prospectus and
proxy statement of CNTQ, referred to as a proxy
statement/prospectus. The definitive proxy statement/prospectus
will be sent to all CNTQ stockholders. CNTQ has also filed other
documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and security holders of CNTQ
are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction because they contain important information about the
proposed transaction.
The documents filed by CNTQ with the SEC also may be obtained by
contacting Chardan NexTech Acquisition 2 Corp. at 17 State Street,
21st Floor, New York, New York
10004, or by calling (646) 465-9001.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS
COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the
Solicitation
Dragonfly, CNTQ and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from CNTQ's stockholders in connection with
the proposed business combination. A list of the names of such
persons and information regarding their interests in the proposed
business combination are contained in the definitive proxy
statement/prospectus. You may obtain free copies of these documents
free of charge by directing a written request to CNTQ or Dragonfly.
The definitive proxy statement will be mailed to CNTQ's
stockholders as of a record date to be established for voting on
the proposed business combination when it becomes available.
No Offer or Solicitation
This press release and the information contained therein are not
intended to and do not constitute an offer to sell or the
solicitation of an offer to buy, sell or solicit any securities or
any proxy, vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be deemed to be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Dragonfly Contacts:
Investor Relations
Sioban
Hickie, ICR, Inc.
DragonflyIR@icrinc.com
Public Relations, Media
Zach
Gorin, ICR, Inc.
DragonflyPR@icrinc.com
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SOURCE Dragonfly Energy Corp.