SecProbe.io

December 11, 2018
Jonas Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan Healthcare Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2018
File No. 333-228533
Dear Mr. Grossman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form S-1 filed December 4, 2018
Exhibit 3.2, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies solely to state law claims.  If it
does not apply to solely state law claims, then please note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If this provision applies to claims arising under the Securities Act,
please disclose that there is uncertainty as to whether a court would enforce such

 FirstName LastNameJonas Grossman
 Comapany NameChardan Healthcare Acquisition Corp.
 December 11, 2018 Page 2
 FirstName LastName
Jonas Grossman
Chardan Healthcare Acquisition Corp.
December 11, 2018
Page 2
provision and to state that shareholders will not be deemed to have waived the company’s
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please ensure that the exclusive forum provision in the governing documents states this
clearly.

In addition, under an appropriately titled risk factor please describe the exclusive forum
provision and the types of actions to which it relates, and disclose that such a provision
may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable
for disputes with the company and its directors, officers, or other employees and may
discourage lawsuits with respect to such claims.
            You may contact Dale Welcome, Staff Accountant, at (202) 551-3865 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction