Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2022, in connection with its Special Meeting (as defined below),
Chardan NexTech Acquisition 2 Corp. ("CNTQ," or, the "Company") and Continental
Stock Transfer & Trust Company (the "Trustee") entered into Amendment No. 1 to
the Investment Management Trust Agreement (the "Trust Agreement Amendment"),
which amends the Investment Management Trust Agreement, dated August 10, 2021
(the "Trust Agreement"), to authorize the Extension (as defined below) and its
implementation by the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K under
the heading "Proposal 1" is incorporated by reference into this Item 5.03 to the
extent required herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting
On August 5, 2022, CNTQ held a special meeting (the "Special Meeting"), at which
holders of 11,331,512 shares of CNTQ common stock, par value $0.0001 per share
("CNTQ common stock"), were present in person or by proxy, representing
approximately 71.66% of the voting power of the 15,812,500 shares of CNTQ common
stock issued and outstanding entitled to vote at the Special Meeting at the
close of business on July 11, 2022, which was the record date (the "Record
Date") for the Special Meeting. Stockholders of record as of the close of
business on the Record Date are referred to herein as "Stockholders". In
connection with the Charter Amendment (as defined below), Stockholders elected
to redeem 9,556,652 shares of CNTQ common stock, representing approximately
60.44% of the issued and outstanding shares of CNTQ common stock and 75.55% of
the issued outstanding CNTQ common stock sold in the IPO.
Proposal 1
The Stockholders approved the proposal to amend the Company's Amended and
Restated Certificate of Incorporation (the "Charter") to provide the Company's
officers, directors, initial stockholders and Chardan NexTech 2 Warrant
Holdings, LLC (collectively, the "Insiders") the ability to extend the date by
which the Company must complete a business combination up to three (3) times for
an additional one (1) month each time (for a maximum of three (3) one-month
extensions) upon the deposit into the trust account (the "Trust Account") by the
Insiders, their affiliates or designees of $200,000 upon five days' advance
notice prior to August 13, 2022 (or such other applicable deadline) (the
"Extension," and such proposal, the "Charter Amendment").
For Against Abstain
9,502,515 1,530,476 298,521
On July 29, 2022, to effectuate the Charter Amendment, the board of directors of
the Company (the "Board") approved and adopted the Second Amended and Restated
Memorandum and Articles of Association of the Company (the "Second A&R
Charter"). The foregoing description of the Second A&R Charter does not purport
to be complete and is qualified in its entirety by the terms of the Second A&R
Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Proposal 2
The Stockholders approved the proposal to amend Trust Agreement and, pursuant to
such amendment, authorize the Trust Amendment Proposal.
For Against Abstain
6,340,015 1,530,377 298,521
On July 29, 2022, to effectuate the Trust Amendment Proposal, the Board approved
and adopted the Trust Agreement Amendment. The foregoing description of the
Trust Agreement Amendment does not purport to be complete and is qualified in
its entirety by the terms of the Trust Agreement Amendment, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
2
Proposal 3
The Stockholders approved the proposal to approve the adjournment of the Special
Meeting to a later date or dates to permit further solicitation and vote of
proxies in the event that there were insufficient votes for, or otherwise in
connection with, the approval of the Charter Amendment and the Trust Amendment
Proposal (the "Adjournment Proposal").
For Against Abstain
9,500,849 1,532,141 298,522
Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report on Form 8-K,
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 the 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 Report on Form 10-Q for the three months
ended March 31, 2022 and registration statement on Form S-4 (File No.
333-266273) filed with the SEC on July 22, 2022, 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 Current Report on Form 8-K 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 on a Current Report on Form
8-K by CNTQ with the SEC and available at www.sec.gov.
3
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the definitive proxy statement filed
by CNTQ with the Securities and Exchange Commission (the "SEC") on July 22, 2022
(the "Definitive Proxy Statement"). The Definitive Proxy Statement was mailed to
all CNTQ stockholders on or around July 22, 2022. Before making any voting
decision, investors and security holders of CNTQ are urged to read the
Definitive Proxy Statement and all other relevant documents filed or that will
be filed with the SEC because they contain important information. a proposed
transaction between CNTQ and Dragonfly. CNTQ filed a registration statement on
Form S-4 (File No. 333-266273) with the SEC on July 22, 2022, 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.
Investors and security holders are able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by CNTQ through the website
maintained by the SEC at www.sec.gov.
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 CURRENT REPORT ON FORM 8-K,
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
CURRENT REPORT ON FORM 8-K. 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.
4
No Offer or Solicitation
This Current Report on Form 8-K is and the information contained therein are not
intended to and does 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Second Amended and Restated Memorandum and Articles of Association of
the Company
10.1 Amendment No. 1 to Investment Management Trust Agreement, dated as of
August 10, 2021, by and between the Company and Continental Stock
Transfer & Trust Company, as trustee
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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