Item 8.01 Other Events.
As previously announced,
As previously reported in the Proxy Statement/Prospectus, concurrently with the
execution of the Business Combination Agreement, Chardan entered into a
subscription agreement (the "Subscription Agreement") with Chardan NexTech
Investments 2 LLC, a
As of
Forward-Looking Statements:
This current report 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 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 , 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 Chardan) 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 Chardan 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.
Factors that may impact such forward-looking statements include:
· the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement;
· the outcome of any legal proceedings that may be instituted against Chardan,
Dragonfly or others following announcement of the Business Combination and the
transactions contemplated in the Business Combination Agreement;
· the inability to complete the transactions contemplated by the Business
Combination Agreement due to the failure to obtain approval of the stockholders of Chardan or other conditions to closing in the Business Combination Agreement;
· the ability to obtain or maintain the listing of New Dragonfly common stock on
the Nasdaq following the Business Combination;
· 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;
· the ability to meet Nasdaq's listing standards following the consummation of
the Business Combination;
· the risk that the proposed transaction disrupts current plans and operations of
Dragonfly as a result of the announcement and consummation of the Business
Combination;
· the inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, the ability of New Dragonfly to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;
· the ability of Dragonfly to successfully increase market penetration into its
target markets;
· the addressable markets that Dragonfly intends to target do not grow as
expected;
· the loss of any members of Dragonfly's senior management team or other key
personnel;
· the loss of any relationships with key suppliers including suppliers in
· the loss of any relationships with key customers;
· the inability to protect Dragonfly's patents and other intellectual property;
· 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;
· costs related to the proposed Business Combination;
· changes in applicable laws or regulations;
· the possibility that Dragonfly or the combined company may be adversely
affected by other economic, business and/or competitive factors (including an
economic slowdown or inflationary pressures);
· Dragonfly's estimates of its growth and projected financial results for 2022
and 2023 and meeting or satisfying the underlying assumptions with respect
thereto;
· the risk that the Business Combination may not be completed in a timely manner
or at all, which may adversely affect the price of Chardan's securities;
· the risk that the transaction may not be completed by Chardan's Business
Combination deadline (as may be extended pursuant to Chardan's governing
documents);
· the impact of the novel coronavirus disease pandemic, including any mutations
or variants thereof, and its effect on business and financial conditions;
· inability to complete the
connection with the Business Combination;
· 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;
· New Dragonfly's ability to raise additional capital to fund its operations;
· New Dragonfly's ability to generate revenue from future product sales and its
ability to achieve and maintain profitability;
· the accuracy of New Dragonfly's projections and estimates regarding its
expenses, capital requirements, cash utilization, and need for additional financing;
· the expected uses of the net proceeds from the Business Combination;
· the potential scope and value of New Dragonfly's intellectual property and
proprietary rights;
· developments relating to New Dragonfly's competitors and its industry;
· New Dragonfly's ability to engage target customers and successfully convert
these customers into meaningful orders in the future;
· New Dragonfly's reliance on two suppliers for its LFP cells and a single
supplier for the manufacture of its battery management system;
· New Dragonfly's likely dependence on a single manufacturing facility;
· New Dragonfly's increasing reliance on software and hardware that is highly
complex and technical; and
· other risks and uncertainties indicated in the Proxy Statement/Prospectus,
including those under the heading "Risk Factors" in the Proxy Statement/Prospectus, and other filings that have been made or will be made with theSEC by Chardan and New Dragonfly, as applicable.
The forward-looking statements contained in this current report are based on Chardan's and Dragonfly's current expectations and beliefs concerning future developments and their potential effects on the Business Combination and Dragonfly. There can be no assurance that future developments affecting Chardan and/or Dragonfly will be those that Chardan or Dragonfly has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Chardan's and/or Dragonfly's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Chardan and Dragonfly will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Additional Information and Where to Find It
This current report relates to a proposed transaction between Chardan and
Dragonfly. Chardan has filed the Proxy Statement/Prospectus with the
The documents filed by Chardan with the
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT, 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. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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