SecProbe.io

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<TEXT>
 April 8, 2025

Denis Phares
Chief Executive Officer
Dragonfly Energy Holdings Corp.
12915 Old Virginia Road
Reno , Nevada 89521

 Re: Dragonfly Energy Holdings Corp.
 Registration Statement on Form S-1
 Filed on April 7, 2025
 File No. 333-286406
Dear Denis Phares:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Dragonfly
Energy Holdings Corp.

 12915
Old Virginia Road

 Reno,
Nevada 89521

 April
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: Dragonfly
 Energy Holdings (the "Company")
 Registration
 Statement on Form S-1 (File No. 333-286406)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern
Time, on April 10, 2025, or as soon as practicable thereafter.

 Please
call Steve M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

 Very truly yours,

 DRAGONFLY ENERGY HOLDINGS

 By:
 /s/ Denis Phares

 Name:
 Denis Phares

 Title:
 Chairman, President, Chief
 Executive Officer and Interim Chief Financial Officer

CORRESP
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July
5, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E. Washington, D.C. 20549

    Attention:
    Jenny
    O’Shanick

    Geoffrey
    Kruczek

    Re:
    Dragonfly
    Energy Holdings Corp.

    Post-Effective
    Amendment to Registration Statement on Form S-1 on

    Registration
    Statement on Form S-3

    Filed
    on June 21, 2024

    File
    No. 333-272401

Ladies
and Gentlemen:

This
letter is submitted on behalf of Dragonfly Energy Holdings Corp. (the “Company” or “Dragonfly”)
in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated July 3, 2024 (the “Comment Letter”) regarding the Company’s Post-Effective Amendment
to the Registration Statement on Form S-1 on the Registration Statement on Form S-3 filed with the Commission on June 21, 2024 (the “Registration
Statement”).

The
following is the Company’s response to the Comment Letter. For your convenience, the Staff’s comment contained in the Comment
Letter has been restated below in its entirety in italic type, with the Company’s corresponding response set forth immediately
under such comment.

Post-Effective
Amendment to Registration Statement on Form S-1 on Registration Statement on Form S-3 filed on June 21, 2024

General

1. Please
                                            provide us with your analysis as to how you satisfy the eligibility requirements of Form
                                            S-3, specifically Item I.A.3 to Form S-3. In this regard, we note that the Form 8-K filed
                                            on March 4, 2024 related to the January 2024 private placement of an unsecured convertible
                                            promissory note. It appears that Item 3.02 was omitted and this Form 8-K does not appear
                                            to have been timely filed, given that the relevant event date was January 24, 2024. Conversely,
                                            the other Form 8-K you filed on March 4, 2024 did include Item 3.02 and that Form 8-K appears
                                            to involve a substantially similar transaction as the January 2024 private placement. Please
                                            advise, or re-file your registration statement on the appropriate form.

RESPONSE:
The Company respectfully submits that the Form 8-K filed on March 4, 2024 relating to the private placement of the convertible promissory
note (the “January Note”) issued on January 24, 2024 (the “January 8-K”) did not require the inclusion
of Item 3.02 of Form 8-K in reliance on Item 3.02(b) of Form 8-K for the reasons set forth below. In contrast, the Form 8-K filed on
March 4, 2024 relating to the private placement of the convertible promissory note (the “February Note”) on February
27, 2024 (the “February 8-K”), required the inclusion of Item 3.02 of Form 8-K for the reasons set forth below. Accordingly,
though the Company acknowledges that the January 8-K was filed late with respect to Items 1.01 and 2.03, because Item 3.02 was not required
to be included in the January 8-K, the late filing of the January 8-K does not affect the Company’s eligibility to file on Form
S-3 in accordance with Instruction I.A.3(b) of Form S-3. The Company provides the below detailed explanation to inform the Staff why
Item 3.02 was not required to be included in the January 8-K and why Item 3.02 was included in the February 8-K.

Instruction
I.A.3(b) of Form S-3 requires the registrant to file “in a timely manner all reports required to be filed during the twelve calendar
months and any portion of a month immediately preceding the filing of the registration statement, other than a report that is required
solely pursuant to Item 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K.”

On
January 24, 2024 and February 27, 2024, the event dates for the January 8-K and February 8-K, respectively, the Company was a smaller
reporting company (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934) and Item 3.02(b) of Form 8-K provides
that:

“(b)
No report need be filed under this Item 3.02 if the equity securities sold, in the aggregate since its last report filed under this Item
3.02 or its last periodic report, whichever is more recent, constitute less than 1% of the number of shares outstanding of the class
of equity securities sold. In the case of a smaller reporting company, no report need be filed if the equity securities sold, in the
aggregate since its last report filed under this Item 3.02 or its last periodic report, whichever is more recent, constitute less than
5% of the number of shares outstanding of the class of equity securities sold.” (emphasis added).

On
January 24, 2024 (prior to the issuance of the January Note), the number of outstanding shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”) was 60,260,282. Pursuant to the terms of the January Note, the January
Note did not accrue interest, the minimum conversion price of the January Note was $0.47, the aggregate principal balance and related
fees that could accrue under the January Note was $1,150,000, and the repayment of the January Note in Common Stock or cash was at the
election of the Company. As a result, even if the Company elected to pay the January Note in Common Stock, the maximum number shares
of Common Stock that could have been issued upon conversion of the January Note, including any additional late fees if accrued, was a
total of 2,446,808 shares, which constituted 4.06% of the outstanding shares of Common Stock on January 24, 2024. In addition, aside
from the January Note, there were no unregistered securities issued since the later of the Company’s last periodic report and the
Company’s previous Form 8-K filed under Item 3.02. The January Note was fully repaid in cash, without any late fees, on February
1, 2024.

Accordingly,
because the January Note was convertible into Common Stock constituting less than 5% of the number of shares of Common Stock outstanding
on the date of issuance, Item 3.02 of Form 8-K was not required to be included within the January 8-K. Despite Items 1.01 and 2.03 included
in the January 8-K being filed late, such items do not disqualify a Company from S-3 eligibility pursuant to Instruction I.A.3(b) of
Form S-3. As a result, the Company’s eligibility to use Form S-3 was not affected by the late filing of the January 8-K.

On
February 27, 2024 (prior to the issuance of the February Note), the number of outstanding shares of Common Stock was 60,260,282. Pursuant
to the terms of the February Note, the February Note did not accrue interest, the minimum conversion price of the February Note was $0.55,
the aggregate principal balance and related fees, including late fees if accrued, that could accrue under the February Note was $1,885,000,
and the repayment of the February Note in Common Stock or cash was at the election of the Company. As a result, if the Company elected
to pay the February Note in Common Stock, the maximum number shares of Common Stock that could have been issued upon conversion of the
February Note was a total of 3,427,272 shares, which constituted 5.69% of the outstanding shares of Common Stock on February 27, 2024.
Accordingly, because the February Note was convertible into securities constituting greater than 5% of the number of shares of Common
Stock outstanding on the date of issuance, Item 3.02 of Form 8-K was required to be included within the February 8-K, and the Company
so included Item 3.02 within the February 8-K and timely filed such form. The February Note was fully repaid in cash, without
any late fees, on March 1, 2024.

As
a result of the above, the Company’s eligibility to use Form S-3 was not affected by the January Form 8-K. If you have any further
questions or comments regarding the foregoing, please feel free to contact outside counsel to the Company, Steven M. Skolnick, Esq. of
Lowenstein Sandler, LLP, at (973) 597-2476.

    Very
    truly yours,

    /s/
    Denis Phares

    Denis
    Phares

    Chief
    Executive Officer, Interim Chief Financial Officer and President

    Dragonfly
    Energy Holdings Corp.

    cc:

    Steven
    M. Skolnick, Esq., Lowenstein Sandler, LLP

    Sarah
    Cole, Esq., Lowenstein Sandler, LLP.

July 3, 2024
Denis Phares
Chief Executive Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Post-Effective Amendment to Registration Statement on Form S-1 on
Registration Statement on Form S-3
Filed on June 21, 2024
File No. 333-272401
Dear Denis Phares:
            We have reviewed your post-effective amendment and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe 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 this letter, we may have additional comments.
Post-Effective Amendment to Registration Statement on Form S-1 on Registration Statement on
Form S-3
General
1.Please provide us with your analysis as to how you satisfy the eligibility requirements of
Form S-3, specifically Item I.A.3 to Form S-3. In this regard, we note that the Form 8-K
filed on March 4, 2024 related to the January 2024 private placement of an unsecured
convertible promissory note. It appears that Item 3.02 was omitted and this Form 8-K
does not appear to have been timely filed, given that the relevant event date was January
24, 2024. Conversely, the other Form 8-K you filed on March 4, 2024 did include Item
3.02 and that Form 8-K appears to involve a substantially similar transaction as the
January 2024 private placement. Please advise, or re-file your registration statement on
the appropriate form.

July 3, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Steven M. Skolnick

United States securities and exchange commission logo
November 21, 2023
Denis Phares
Chief Executive Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Registration Statement on Form S-3
Filed November 15, 2023
File No. 333-275559
Dear Denis Phares:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven M. Skolnick

CORRESP
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November
21, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Dragonfly
    Energy Holdings Corp. (the “Company”)

    Registration
    Statement on Form S-3 (File No. 333-275559)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 5:00 p.m.,
Eastern Time, on November 24, 2023, or as soon as practicable thereafter.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

    Sincerely,

    Dragonfly
    Energy Holdings Corp.

    By:
    /s/
    Denis Phares

    Name:
    Denis
    Phares

    Title:
    President,
    Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board

CORRESP
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Roth
Capital Partners, LLC

888 San Clemente Drive

Suite 400

Newport
Beach, CA 92660

June
16, 2023

Via
EDGAR

Division
of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

Attention: Bradley Ecker

    RE:
    Dragonfly
    Energy Holdings Corp.

    Registration
    Statement on Form S-1 File No. 333-272401

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby
join in the request of Dragonfly Energy Holdings Corp. for acceleration of the effective date of the above-referenced Registration Statement
so that it may become effective at 9:00 a.m., Eastern time, on June 20, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus, dated
June 14, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The
undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If
you have any questions regarding this request, please call James T. Seery of Duane Morris LLP at (973) 424-2088.

    Very
    truly yours,

    ROTH
    CAPITAL PARTNERS, LLC,

    as
    representative of the several underwriters

    By:
    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    cc:
    James
    T.Seery, Duane Morris LLP

CORRESP
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June
16, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Dragonfly
    Energy Holdings Corp.

    Registration Statement on Form S-1

    File No. 333-272401

Ladies
and Gentlemen:

Dragonfly
Energy Holdings Corp. hereby requests that its acceleration request dated June 14, 2023 be withdrawn. Please call Steven M. Skolnick
of Lowenstein Sandler LLP at (973) 597-2476 with any questions.

    Sincerely,

    DRAGONFLY ENERGY HOLDINGS CORP.

    By:
    /s/
    Denis Phares

    Name:
    Denis Phares

    Title:
    Chief Executive Officer

CORRESP
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Roth Capital Partners, LLC

888 San Clemente Drive

Suite 400

Newport Beach, CA 92660

June 16, 2023

Via EDGAR

Division of Corporation Finance Securities and Exchange
Commission 100 F Street, N.E.

Washington, D.C. 20549

Attention: Bradley Ecker

    RE:
    Dragonfly Energy Holdings Corp.

    Withdrawal of Request for Acceleration of Effectiveness of Registration Statement

    Registration Statement on Form S-1 (SEC File No. 333-272401)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on June 14, 2023, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for June 15, 2023, at 4:30 p.m. Eastern Time. We are no longer requesting that such Registration Statement be declared
effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC,

    as representative of the several underwriters

    By:
    /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President, Head of Investment Banking

    cc:
    James T. Seery, Duane Morris LLP

CORRESP
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June 16, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Dragonfly Energy Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (File No. 333-272401)

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the Company hereby requests that the effective date for the Registration Statement referred to
above be accelerated so that it will be declared effective at 9:00a.m. Eastern Time on June 20, 2023, or as soon thereafter as is practicable.

Please call Steven Skolnick of
Lowenstein Sandler LLP at 973-597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    Dragonfly Energy Holdings Corp.

    By:
    /s/ Denis Phares

    Name:
    Denis Phares

    Title:
    Chief Executive Officer

CORRESP
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June 14, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Dragonfly Energy Holdings Corp. (the “Company”)

Registration Statement on Form S-1 (File No. 333-272401)

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on June 15, 2023, or as soon
thereafter as is practicable.

Please call Steven Skolnick of Lowenstein
Sandler LLP at 973-597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    Dragonfly Energy Holdings Corp.

    By:
    /s/ Denis Phares

    Name:
    Denis Phares

    Title:
    Chief Executive Officer

CORRESP
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Roth
Capital Partners, LLC

888
San Clemente Drive

Suite
400

Newport
Beach, CA 92660

June
14, 2023

Via
EDGAR

Division
of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

Attention:
Bradley Ecker

    RE:
     Dragonfly Energy Holdings Corp.

     Registration Statement on Form S-1 File No. 333-272401

    Request for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby
join in the request of Dragonfly Energy Holdings Corp. for acceleration of the effective date of the above-referenced Registration Statement
so that it may become effective at 4:30 p.m., Eastern time, on June 15, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus, dated
June 14, 2023 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The
undersigned, as representative of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned
that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If
you have any questions regarding this request, please call James T. Seery of Duane Morris LLP at (973) 424-2088.

    Very
    truly yours,

    ROTH
    CAPITAL PARTNERS, LLC,

    as
    representative of the several underwriters

    By:
     /s/
                                            Aaron M. Gurewitz

    Name:
     Aaron
    M. Gurewitz

    Title:
     Head
    of Equity Capital Markets

    cc:
    James
T. Seery, Duane Morris LLP

United States securities and exchange commission logo
June 6, 2023
John Marchetti
Chief Financial Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Registration Statement on Form S-1
Filed on June 5, 2023
File No. 333-272401
Dear John Marchetti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Dragonfly Energy Holdings Corp.

1190 Trademark Drive #108

Reno, Nevada 89521

December 28, 2022

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Dragonfly Energy Holdings Corp. Registration Statement on Form S-1 (Registration No. 333-267983)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on December 30, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Dragonfly Energy Holdings Corp. (the “Company”) or its counsel may request via telephone call to
the staff.

Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel
to the Company, at (212) 326-2266, or in her absence, Tai Vivatvaraphol at (212) 728-5937, to provide notice of effectiveness, or if you
have any other questions or concerns regarding this matter.

    Sincerely,

    Dragonfly Energy Holdings Corp.

    By:
    /s/ Denis Phares

    Denis Phares

    Chief Executive Officer

    cc:
    Jeeho Lee

    Tai Vivatvaraphol

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Dragonfly Energy Holdings Corp.

1190 Trademark Drive #108

Reno, Nevada 89521

December 20, 2022

Via EDGAR Transmission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Dragonfly Energy Holdings Corp. Registration Statement on Form S-1 (Registration No. 333-268185)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and
Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on December 22, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Dragonfly Energy Holdings Corp. (the “Company”) or its counsel may request via telephone call to
the staff.

Please contact Jeeho Lee of O’Melveny & Myers LLP, counsel
to the Company, at (212) 326-2266, or in her absence, Tai Vivatvaraphol at (212) 728-5937, to provide notice of effectiveness, or if you
have any other questions or concerns regarding this matter.

    Sincerely,

    Dragonfly Energy Holdings Corp.

    By:
    /s/ Denis Phares

    Denis Phares

    Chief Executive Officer

    cc:
    Jeeho Lee

Tai Vivatvaraphol

CORRESP
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Correspondence Relating to Registration Statement

    O’Melveny & Myers LLP

    7 Times Square Tower

    New York, NY 10036

    T: +1 212 326 2000

    F: +1 212 326 2061

    omm.com

    File Number:

    0225090-00004

VIA EDGAR

December 9, 2022

Mr. Alex King

Mr. Geoffrey Kruczek

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Dragonfly Energy Holdings Corp.

    Registration Statement on Form S-1

    Filed November 4, 2022

    File No. 333-268185

Dear Mr. King, and Mr. Kruczek:

On behalf of our client, Dragonfly Energy Holdings Corp., a Delaware
corporation (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated November 29, 2022 regarding the Company’s Registration Statement on Form S-1 (File No.
333-268185) filed via EDGAR to the Commission on November 4, 2022 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company will be
filing Amendment No. 1 to the Registration Statement (the “Amendment No. 1”) via EDGAR to the Commission for review.

The Staff’s comments are repeated below in bold and are followed
by the Company’s responses. To the extent helpful, we have included page references in the Amendment No. 1 where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.
1.

Registration Statement on Form S-1 Filed November 4, 2022

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 63

 1. In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises
of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock,
expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination.
If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.

Response: We respectfully acknowledge the Staff’s
comment. We have revised the disclosure in response to the Staff’s comment. Please see pages  65 and  74 of Amendment
No. 1.

Austin • Century City • Dallas •
Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

 2. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of
shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should
highlight the fact that holders of a significant percentage of your outstanding shares will be able to sell all of their shares for so
long as the registration statement of which this prospectus forms a part is available for use.

Response: We respectfully acknowledge the Staff’s
comment. We have revised the disclosure in response to the Staff’s comment. Please see pages 13 and 65 of Amendment No. 1.

 General

 3. Revise your prospectus to disclose the price that each selling securityholder paid for the shares and warrants being registered for
resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the other selling securityholders
may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose
the potential profit the selling securityholders will earn based on the current trading price.

Response: We respectfully acknowledge the Staff’s
comment. We have revised the disclosure in response to the Staff’s comment. Please see page 12  of Amendment No. 1.

 4. We note that the projected revenues for 2022 and 2023 disclosed beginning on page 220 in the Form S-4 filed in connection with the
Business Combination. We also note that your actual revenues for the six months ended June 30, 2022. It appears that you will miss your
revenue projections. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about
the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: We respectfully acknowledge the Staff’s
comment. We respectfully advise the Staff that Amendment No. 1 has been revised to include the Company’s results of operations for
the nine months ended September 30, 2022. This includes updated disclosure noting that the Company believes that it has cash on hand sufficient
to meet working capital and capital expenditure requirements for the next 12 months and recognizing that additional cash may be required
if there are material changes to the Company’s business conditions or other developments, including unanticipated delays in production,
supply chain challenges, disruptions due to the COVID-19 pandemic, competitive pressures and regulatory developments, or if the Company
decides to accelerate its research and development efforts and/or any of its other growth strategies. Please see pages 65 and 74 of Amendment
No. 1.

*                          *                          *

If you have any questions regarding the Amendment No. 1, please contact
Jeeho Lee by telephone at 212-326-2266 or via e-mail at jeeholee@omm.com or Tai Vivatvaraphol by telephone at 212-728-5937 or via e-mail
at tvivatvaraphol@omm.com.

Very truly yours,

  /s/ Jeeho Lee

cc:

Denis Phares, President and Chief Executive Officer,
Dragonfly Energy Holdings Corp.

John Marchetti, Chief Financial Officer, Dragonfly Energy Holdings Corp.

Nicole Harvey, General Counsel, Dragonfly Energy
Holdings Corp.

Jeeho Lee, Partner, O’Melveny & Myers LLP

Tai Vivatvaraphol, Counsel, O’Melveny & Myers LLP

    2

United States securities and exchange commission logo
November 29, 2022
John Marchetti
Chief Financial Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Registration Statement on Form S-1
Filed November 4, 2022
File No. 333-268185
Dear John Marchetti:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so 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 our comments apply to your facts and
circumstances or do not believe 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.
Form S-1 filed 11/4/2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
63
1.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
2.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could

 FirstName LastNameJohn Marchetti
 Comapany NameDragonfly Energy Holdings Corp.
 November 29, 2022 Page 2
 FirstName LastName
John Marchetti
Dragonfly Energy Holdings Corp.
November 29, 2022
Page 2
impact the market price of the company’s common stock. Your discussion should
highlight the fact that holders of a significant percentage of your outstanding shares will
be able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.
General
3.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the selling securityholders acquired their shares and warrants,
and the price that the public securityholders acquired their shares and warrants. Disclose
that while the other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price.
4.We note that the projected revenues for 2022 and 2023 disclosed beginning on page 220
in the Form S-4 filed in connection with  the Business Combination. We also note that
your actual revenues for the six months ended June 30, 2022. It appears that you will miss
your revenue projections. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeeho Lee

United States securities and exchange commission logo
October 28, 2022
John Marchetti
Chief Financial Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Registration Statement on Form S-1
Filed October 21, 2022
File No. 333-267983
Dear John Marchetti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeeho M. Lee

CORRESP
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filename1.htm

CHARDAN NEXTECH ACQUISITION
2 CORP.

17 State Street, 21st Floor

New York, New York 10004

(646) 465-9000

September 15, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:       Heather Clark

Anne McConnell

Bradley Ecker

Sherry Haywood

RE:          Chardan NexTech Acquisition 2
Corp. (the “Company”)

Registration Statement on Form S-4

File No. 333-266273

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s
Registration Statement on Form S-4 (File No. 333-266273) be accelerated by the Securities and Exchange Commission to 2:00
p.m. New York time on September 16, 2022, or as soon as practicable thereafter.

We request that we be notified of such effectiveness
by a telephone call to Peter D. Serating of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2286 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Chardan NexTech Acquisition 2 Corp.

    By:
    /s/
    Jonas Grossman

    Name:
    Jonas Grossman

    Title:
    Chief Executive Officer

cc: Alex Weil

  Chardan NexTech Acquisition 2 Corp.

cc: Sean Coburn

  Skadden, Arps, Slate, Meagher & Flom
LLP

cc: Jeffrey A. Brill

  Skadden, Arps, Slate, Meagher & Flom
LLP

cc: Peter D. Serating

  Skadden, Arps, Slate, Meagher & Flom
LLP

United States securities and exchange commission logo
September 14, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed on September 13, 2022
File No. 333-266273
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 with information so 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 our comments apply to your facts and
circumstances or do not believe 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 9, 2022 letter.
Form S-4 filed September 13, 2022
Exhibits
1.We note your response to our prior comment 6. Please provide an active hyperlink directly
to the current Exhibit 10.5. Refer to Item 601(a)(2) of Regulation S-K.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters. Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 September 14, 2022 Page 2
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
September 14, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Skadden, Arps, Slate, Meagher & Flom llp

    One Manhattan West

    New York, NY 10001
    FIRM/AFFILIATE

    OFFICES

    TEL: (212) 735-3000
    BOSTON

    FAX: (212) 735-2000
    CHICAGO

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    FRANKFURT

    September 14, 2022
    HONG KONG

    LONDON

    VIA EDGAR
    MUNICH

    PARIS

    United States Securities and Exchange Commission
    SÃO PAULO

    Division of Corporation Finance
    SEOUL

    Office of Manufacturing
    SHANGHAI

    100 F Street, NE
    SINGAPORE

    Washington, D.C. 20549
    TOKYO

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed September 13, 2022

    CIK No. 0001847986

Dear Mesdames Haywood, Clark and McConnell and
Mr. Ecker:

On behalf of our client, Chardan
NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated September 14, 2022 (the “Comment
Letter”), with respect to the Company’s supplemental response dated September 13, 2022 (the “Prior
Response Letter”), each relating to the above-referenced registration statement on Form S-4 filed on July 22,
2022 (the “Registration Statement”), as amended by Amendment No. 3 to the Registration Statement on Form S-4
(the “Amendment No. 3”).

The Company has publicly filed
via EDGAR Amendment No. 4 to its Registration Statement on Form S-4 (the “Amendment No. 4”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference,
each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms
used but not defined herein have the meanings set forth in the Registration Statement.

United States Securities and Exchange Commission

September 14, 2022

Page 2

Exhibits

    1.
    We note your response to our prior
        comment 6. Please provide an active hyperlink directly to the current Exhibit 10.5. Refer to Item 601(a)(2) of Regulation
        S-K.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the hyperlink to link directly to the current Exhibit 10.5.

* * *

United States Securities and Exchange Commission

September 14, 2022

Page 3

Please address correspondence
to Skadden, Arps, Slate, Meagher & Flom LLP and do not hesitate to contact Jeff Brill at (212) 735-2587 or jeffrey.brill@skadden.com,
or Peter Serating at (212) 735-2286 or peter.serating@skadden.com of Skadden, Arps, Slate, Meagher & Flom LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:
    Jonas Grossman, Chardan NexTech Acquisition 2 Corp.

    Denis Phares, Dragonfly Energy Corp.

    O’Melveny & Myers LLP

CORRESP
1
filename1.htm

    Skadden, Arps, Slate, Meagher & Flom llp

    One Manhattan West

    New York, NY 10001
    FIRM/AFFILIATE

    OFFICES

    TEL: (212) 735-3000
    BOSTON

    FAX: (212) 735-2000
    CHICAGO

    www.skadden.com
    HOUSTON

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    BEIJING

    BRUSSELS

    FRANKFURT

    FRANKFURT

    September 13, 2022
    HONG KONG

    LONDON

    VIA EDGAR
    MUNICH

    PARIS

    United States Securities and Exchange Commission
    SÃO PAULO

    Division of Corporation Finance
    SEOUL

    Office of Manufacturing
    SHANGHAI

    100 F Street, NE
    SINGAPORE

    Washington, D.C. 20549
    TOKYO

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed September 1, 2022

    CIK No. 0001847986

Dear Mesdames Haywood, Clark and McConnell and
Mr. Ecker:

On behalf of our client, Chardan
NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated September 9, 2022 (the “Comment Letter”),
with respect to the Company’s supplemental response dated September 1, 2022 (the “Prior Response Letter”),
each relating to the above-referenced registration statement on Form S-4 filed on July 22, 2022 (the “Registration
Statement”), as amended by Amendment No. 2 to the Registration Statement on Form S-4 (the “Amendment
No. 2”).

The Company has publicly filed
via EDGAR Amendment No. 3 to its Registration Statement on Form S-4 (the “Amendment No. 3”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference,
each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms
used but not defined herein have the meanings set forth in the Registration Statement.

United States Securities and Exchange Commission

September 13, 2022

Page 2

Registration Statement on Form S-4/A filed
September 1, 2022

Chardan’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Results of Operations, page 175

    1.

    It appears that all the numerical disclosures
in the second and third paragraphs are reversed relative to the periods identified, for example, we note the net loss of $570,333 relates
to the three months ended June 30, 2022 and net income of $621,507 relates to the six months ended June 30, 2022. Please revise
your disclosures to ensure each paragraph refers to the proper period.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure on page 184 to ensure each
paragraph refers to the proper period.

Liquidity and Capital Resources, page 175

    2.

    Please revise your statement that “there
were no cash flows from financing activities for the six months ended June 30, 2022 and 2021” based on your discussion immediately
above regarding net cash used in financing activities of $7,239 for the six months ended June 30, 2021.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure on page 185 to remove the statement
identified by the Staff.

Unaudited Pro Forma Condensed Combined Financial
Information, page 212

    3.

    We note your response to prior comment
1. Please revise your disclosures in the Form S- 4 to address the terms of the Earnout Agreement in the event a change of control
transaction is announced and disclose how you would determine how the price per share is calculated in a situation where a change in
control event involves an offer being made for the total value of the Company’s assets, rather than an offering price on a per-share
basis, as noted in your response.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure on pages 225 and 226 to address the terms of
the Earnout Agreement in the event a change of control transaction is announced and discussed how we would determine how the price
per share is calculated in a situation where a change in control event involves an offer being made for the total value of the
Company’s assets.

Notes to Unaudited Pro Forma Condensed Combined
Financial Information

Note 4. Net Loss per Share, page 222

    4.

    Please revise to reflect the pro forma
    net loss for the Year Ended December 31, 2021 Assuming Maximum Redemptions as ($30,228) as disclosed on page 218.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the pro forma net loss for the Year Ended December 31, 2021
Assuming Maximum Redemptions, on page 236 to the correct amount of $30,228.

United States Securities and Exchange Commission

September 13, 2022

Page 3

Interim Financial Statements – Chardan

Condensed Balance Sheets, page F-22

    5.

    Please correct the number of common
    shares at redemption value that were outstanding at December 31, 2021, disclosed in Common stock subject to redemption and
    Stockholders’ Deficit.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure on pages F-3 and F-22 to correct the number of common shares at redemption value that we outstanding at
December 31, 2021.

Exhibits

    6.

    We note your response to our prior
    comment 3. Your Item 21 exhibit index footnote to Exhibit 10.6 discloses that schedules are omitted pursuant to Regulation S-K
    Item 601(a)(5). However, disclosure on the first page of Exhibit 10.5 discloses that portions of this exhibit have been
    omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K. Revise the exhibit index to identify
    Exhibit 10.5 as containing omitted schedules and remove the Item 601(b)(2) and 601(b)(10) of Regulation S-K
    disclosure in Exhibit 10.6 or advise.

Response:
We respectfully acknowledge the Staff’s comment. We have removed the disclosure on the first page of Exhibit 10.5 disclosing
that portions of the exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K.

* * *

United States Securities and Exchange Commission

September 13, 2022

Page 4

Please address correspondence
to Skadden, Arps, Slate, Meagher & Flom LLP and do not hesitate to contact Jeff Brill at (212) 735-2587 or jeffrey.brill@skadden.com,
or Peter Serating at (212) 735-2286 or peter.serating@skadden.com of Skadden, Arps, Slate, Meagher & Flom LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:
    Jonas Grossman, Chardan NexTech Acquisition 2 Corp.

    Denis Phares, Dragonfly Energy Corp.

    O’Melveny & Myers LLP

United States securities and exchange commission logo
September 9, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed on September 1, 2022
File No. 333-266273
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 with information so 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 our comments apply to your facts and
circumstances or do not believe 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 26, 2022 letter.
Form S-4 filed September 1, 2022
Chardan's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 175
1.It appears that all the numerical disclosures in the second and third paragraphs are
reversed relative to the periods identified, for example, we note the net loss of $570,333
relates to the three months ended June 30, 2022 and net income of $621,507 relates to the
six months ended June 30, 2022.  Please revise your disclosures to ensure each paragraph
refers to the proper period.

Liquidity and Capital Resources, page 175

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 September 9, 2022 Page 2
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
September 9, 2022
Page 2
2.Please revise your statement that "there were no cash flows from financing activities for
the six months ended June 30, 2022 and 2021" based on your discussion immediately
above regarding net cash used in financing activities of $7,239 for the six months ended
June 30, 2021.
Unaudited Pro Forma Condensed Combined Financial Information, page 212
3.We note your response to prior comment 1.  Please revise your disclosures in the Form S-
4 to address the terms of the Earnout Agreement in the event a change of control
transaction is announced and disclose how you would determine how the price per share is
calculated in a situation where a change in control event involves an offer being made for
the total value of the Company’s assets, rather than an offering price on a per-share basis,
as noted in your response.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Net Loss per Share, page 222
4.Please revise to reflect the pro forma net loss for the Year Ended December 31, 2021
Assuming Maximum Redemptions as ($30,228) as disclosed on page 218.
Interim Financial Statements - Chardan
Condensed Balance Sheets, page F-22
5.Please correct the number of common shares at redemption value that were outstanding at
December 31, 2021, disclosed in Common stock subject to redemption and Stockholders’
Deficit.
Exhibits
6.We note your response to our prior comment 3. Your Item 21 exhibit index footnote to
Exhibit 10.6 discloses that schedules are omitted pursuant to Regulation S-K Item
601(a)(5). However, disclosure on the first page of Exhibit 10.5 discloses that portions of
this exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of
Regulation S-K. Revise the exhibit index to identify Exhibit 10.5 as containing omitted
schedules and remove the Item 601(b)(2) and 601(b)(10) of Regulation S-K disclosure in
Exhibit 10.6 or advise.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters. Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.
Sincerely,

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 September 9, 2022 Page 3
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
September 9, 2022
Page 3
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Skadden, Arps, Slate, Meagher & Flom llp

    One Manhattan West

    New York, NY 10001
    FIRM/AFFILIATE

    OFFICES

    TEL: (212) 735-3000
    BOSTON

    FAX: (212) 735-2000
    CHICAGO

    www.skadden.com
    HOUSTON

    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    August 31, 2022
    LONDON

    MOSCOW

    VIA EDGAR
    MUNICH

    PARIS

    United States Securities and Exchange Commission
    SÃO PAULO

    Division of Corporation Finance
    SEOUL

    Office of Manufacturing
    SHANGHAI

    100 F Street, NE
    SINGAPORE

    Washington, D.C. 20549
    TOKYO

    TORONTO

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed August 12, 2022

    CIK No. 0001847986

Dear Mesdames Haywood, Clark and McConnell and
Mr. Ecker:

On behalf of our client,
Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated August 26, 2022 (the “Comment Letter”),
with respect to the Company's supplemental response dated August 12, 2022 (the “Prior Response Letter”), each
relating to the above-referenced registration statement on Form S-4 filed on July 22, 2022 (the “Registration Statement”),
as amended by Amendment No.1 to the Registration Statement on Form S-4 (the “Amendment No.1”).

The Company has publicly filed via EDGAR Amendment
No. 2 to its Registration Statement on Form S-4 (the “Amendment No. 2”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined herein
have the meanings set forth in the Registration Statement.

United States Securities and Exchange Commission

August 31, 2022

Page 2

Registration Statement on Form S-4/A submitted
August 12, 2022

Unaudited Pro Forma Condensed Combined Financial
Information, page 220

    1.
    We note your response to prior comment 3. We also note that the terms of your Earnout Agreement provide for the issuance of Earnout Shares if a change of control transaction is announced with an imputed share price of New Dragonfly common stock of at least $22.50, on or prior to the Second Earnout Period, or $32.50, on or prior to the Third Earnout Period. Please explain to us how the contractual terms of your agreement would determine how the price per share is calculated in a situation where a change in control event involves an offer being made for the total value of the Company’s assets, rather than an offering price on a per-share basis. For example, please clarify whether the price per-share is calculated by dividing the transaction price by the number of outstanding shares that includes, or excludes, the shares issuable under the Earnout Agreement. As part of your response, please specifically address how you determined the method, or each of the methods, if applicable, used to determine the price per share is consistent with your conclusion that the Earnout Agreement is indexed to the Company’s own stock under ASC 815-40-15.

Response: We respectfully acknowledge
the Staff’s comment. In the event of a change of control which involves an offering made for the total value of the Company’s
assets, the price per share would be determined by the Board of Directors of the Company in good faith. We expect that the price per share
would be calculated by dividing the aggregate amount of the offer by the total number of outstanding shares of the Company and, for purposes
of determining if an earnout threshold has been met, the total amount of outstanding shares of the Company would assume the issuance of
the Earnout Shares issuable under such threshold.

Management considered the guidance within
ASC 815 and concluded that as the price per share is calculated by dividing the transaction consideration by a number of outstanding shares
that includes the shares issuable under the earnout share arrangement, the arrangement is considered indexed to the combined company’s
stock under step 2 of ASC 815-40-15 and may be classified as an equity instrument as long as no other condition in ASC 815-40 precludes
such classification, in which none were identified.

Financial Statements, page F-1

    2.
    Please provide updated financial statements and related disclosures as required by Rule 8¬08 of Regulation S-X.

Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has updated the financial statements and related disclosures.

Exhibits

    3.
    We note your response to prior comment five and your disclosure in the headings of certain exhibits. If you intend to redact information pursuant to Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of Regulation S-K, please revise to mark each applicable exhibit to indicate, if true, that portions of the exhibit have been omitted, and include a footnote to state that certain information has been excluded from relevant exhibits because it is both not material and the type of information that the registrant treats as private or confidential. Please also include a similar statement at the top of the first page of each redacted exhibit. Refer to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K.

Response: We respectfully acknowledge the Staff’s comment. We have revised the exhibit index to indicate that schedules have been omitted
to this Exhibit pursuant to Regulation S-K Item 601(a)(5) as these items do not contain information material to an investment or voting
decision and that information is not otherwise disclosed in the exhibit or the disclosure document. We note that a separate list of omitted
information is not provided as such information is already included within the exhibit in a manner that conveys the subject matter of
the omitted schedules and attachments.

United States Securities and Exchange Commission

August 31, 2022

Page 3

General

    4.
    We note your response to our prior comment 7. Please clearly disclose the amount of securities being registered in this prospectus as a result of the business combination. Please also disclose if any, and what amount, of the securities being issued to Dragonfly holders in connection with the business combination are being registered at a later date pursuant to a registration rights agreement.

Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on pages i and iv of Amendment
No. 2.

* * *

United States Securities and Exchange Commission

August 31, 2022

Page 4

Please address correspondence to Skadden, Arps,
Slate, Meagher & Flom LLP and do not hesitate to contact Jeff Brill at (212) 735-2587 or jeffrey.brill@skadden.com, or Peter
Serating at (212) 735-2286 or peter.serating@skadden.com of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments
regarding this letter.

    Sincerely,

    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:
    Jonas Grossman, Chardan NexTech Acquisition 2 Corp.

    Denis Phares, Dragonfly Energy Corp.

    O’Melveny & Myers LLP

United States securities and exchange commission logo
August 26, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed on August 12, 2022
File No. 333-266273
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 with information so 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 our comments apply to your facts and
circumstances or do not believe 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2022 letter.
Form S-4/A filed August 12, 2022
Unaudited Pro Forma Condensed Combined Financial Information, page 220
1.We note your response to prior comment 3. We also note that the terms of your Earnout
Agreement provide for the issuance of Earnout Shares if a change of control transaction is
announced with an imputed share price of New Dragonfly common stock of at least
$22.50, on or prior to the Second Earnout Period, or $32.50, on or prior to the Third
Earnout Period. Please explain to us how the contractual terms of your agreement would
determine how the price per share is calculated in a situation where a change in control
event involves an offer being made for the total value of the Company’s assets, rather than
an offering price on a per-share basis. For example, please clarify whether the price per-
share is calculated by dividing the transaction price by the number of outstanding shares

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 August 26, 2022 Page 2
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
August 26, 2022
Page 2
that includes, or excludes, the shares issuable under the Earnout Agreement. As part of
your response, please specifically address how you determined the method, or each of the
methods, if applicable, used to determine the price per share is consistent with your
conclusion that the Earnout Agreement is indexed to the Company’s own stock under
ASC 815-40-15.
Financial Statements, page F-1
2.Please provide updated financial statements and related disclosures as required by Rule 8-
08 of Regulation S-X.
Exhibits
3.We note your response to prior comment five and your disclosure in the headings of
certain exhibits. If you intend to redact information pursuant to Item 601(b)(2)(ii) or Item
601(b)(10)(iv) of Regulation S-K, please revise to mark each applicable exhibit to
indicate, if true, that portions of the exhibit have been omitted, and include a footnote to
state that certain information has been excluded from relevant exhibits because it is both
not material and the type of information that the registrant treats as private or confidential.
Please also include a similar statement at the top of the first page of each redacted exhibit.
Refer to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K.
General
4.We note your response to our prior comment 7. Please clearly disclose the amount of
securities being registered in this prospectus as a result of the business combination.
Please also disclose if any, and what amount, of the securities being issued to Dragonfly
holders in connection with the business combination are being registered at a later date
pursuant to a registration rights agreement.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters. Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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    Skadden,
    Arps, Slate, Meagher & Flom llp

    One
    Manhattan West

    New
    York, NY 10001
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    OFFICES

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    August 11,
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    LONDON

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    United States Securities and Exchange Commission
    SÃO PAULO

    Division of Corporation Finance
    SEOUL

    Office of Manufacturing
    SHANGHAI

    100 F Street, NE
    SINGAPORE

    Washington, D.C. 20549
    TOKYO

    TORONTO

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Registration Statement
    on Form S-4

    Filed July 22,
    2022

    CIK No. 0001847986

Dear Mesdames Haywood, Clark and McConnell and Mr. Ecker:

On behalf of our client,
Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated August 3, 2022 (the “Comment Letter”),
with respect to the above-referenced registration statement on Form S-4 filed on July 22, 2022 (the “Registration
Statement”).

The
Company has publicly filed via EDGAR Amendment No. 1 to its Registration Statement on Form S-4 (the “Amendment
No. 1”), which reflects the Company’s responses to the comments received by the Staff and certain updated
information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s
response. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

Registration Statement on Form S-4 submitted
July 22, 2022

Form 8-K furnished July 13, 2022

Exhibit 99.1, page 1

    1.
    Refer to pages 37
    and 38. We note your presentation of Adjusted EBITDA and your disclosure in footnote 2 that you consider operating income to be the
    nearest GAAP financial measure. Please explain to us how your disclosure complies with Question 103.02 of the Non-GAAP Compliance
    and Disclosure Interpretations. We also note you do not disclose or provide reconciliations of Adjusted EBITDA to the most directly
    comparable GAAP measure. Please explain to us how your presentation complies with Item 100(a) of Regulation G.

Response: The Company respectfully
advises the Staff that it believes that Item 100(a) of Regulation G (“Item 100(a)”) and Question 103.02 of the Staff's Compliance
 & Disclosure Interpretations under Non-GAAP Financial Measures (the “Interpretation”) are not applicable to the Company's
presentation of the Financial Information, and the reconciliation described in the Interpretation and Item 100(a) is not required to
be provided for the disclosure contained in the investor presentation furnished on Form 8-K as soliciting material pursuant to Rule 425
that is referenced in the Staff's comment (the “Financial Information”).

Rule 100(d) of Regulation
G and Item 10(e)(6) of Regulation S-K contain an exemption from Item 100(a) for the use of non-GAAP financial measures in disclosures
related to a proposed business combination, the entity resulting therefrom or an entity that is a party thereto, if such disclosures are
contained in a communication that is subject to Rule 425 under the Securities Act of 1933. The Company has considered the applicability
of Items 10(b) and 10(e) of Regulation S-K and Item 100(a) to the Financial Information, and respectfully advises the Staff that it believes
that the presentation of the Financial Information falls within the exemptions from Item 100(a) and Item 10(e) of Regulation S-K pursuant
to Rule 100(d) of Regulation G and Item 10(e)(6) of Regulation S-K, and that as a result, the guidance provided by the Staff in the Interpretation
is not applicable to the Company's presentation of the Financial Information and the reconciliation described in the Interpretation and
in Item 100(a) is not required to be provided for the Financial Information.

Notwithstanding such guidance, in response to the comment
of the Staff, the Company has filed concurrently with the submission of this letter, a revised investor presentation including disclosure
of net income (loss) and a reconciliation of Adjusted EBITDA to net income (loss) on page
39 of the presentation.

United States Securities and Exchange Commission

August 11, 2022

Page 2

U.S. Federal Income Tax Considerations, page 157

    2.
    We note your response
    to our prior comment 3 in our letter dated July 5, 2022. When counsel elects to file a short form tax opinion, the opinion and
    the proxy statement/prospectus both must state clearly that the discussion in the proxy statement/prospectus constitutes counsel’s
    opinion. We note that the tax opinion filed as Exhibit 8.1 refers to a "U.S. Federal Income Tax Considerations —
    Tax Consequences of the Merger to Dragonfly Shareholders" section. Please revise to clearly disclose the title of the respective
    section. Also, please ensure that counsel provides a firm opinion for each material tax consequence, including whether the Merger
    will qualify as a reorganization, or explains why such an opinion cannot be given. If the opinion is subject to uncertainty, please
    (1) provide an opinion that reflects the degree of uncertainty (e.g., "should") and explain the facts or circumstances
    giving rise thereto, and (2) add risk factor and/or other appropriate disclosure setting forth the risks of uncertain tax treatment
    to investors. For guidance, refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.

Response:
In response to the Staff's comment, the Company has revised the disclosure on pages 96, 167 and 168 of  Amendment No. 1 and has also included
a revised tax opinion in Exhibit 8.1 to Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial
Information, page 212

    3.
    Your revised disclosures in response to prior comment 6 state that
you "preliminarily determined" the Earnout Shares are not precluded from equity classification. Please provide us your analysis
of how you preliminarily determined the Earnout Shares should be classified in equity. Your response should include references to specific
authoritative accounting guidance that supports the basis for your conclusion.

Response: We respectfully acknowledge
the Staff’s comment. We preliminary determined the Earnout Shares should be classified in equity based on our application of ASC
480: Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815: Derivatives and Hedging (“ASC 815”).
Please note that this analysis was performed based on the post-combination Dragonfly entity, in which ASU 2020-06: Accounting for Convertible
Instruments and Contracts in an Entity’s Own Equity has not yet been adopted.

In accordance with ASC 480,
the guidance establishes standards for an issuer’s classification of certain financial instruments with characteristics of
both liabilities and equity. Furthermore, the guidance states that “contingent consideration arrangements that obligate an
acquirer to deliver its own equity instruments meet the definition of a financial instrument”, in which we have identified
the Earnout Shares as freestanding financial instruments that are issuable in accordance with the vesting conditions (or Exercise
Contingencies) outlined in the Company’s Business Combination Agreement. We believe such Exercise Contingencies fit into the
ASC’s definition of contingent considerations. ASC 480 discusses the underlying criteria in a contingent consideration
arrangement and notes that instruments that “solely or predominantly” vary on the basis of something other than the
entity’s shares do not qualify for equity treatment. Management assessed the following criteria to determine if the Earnout
Shares and corresponding Exercise Contingencies are within the scope of ASC 480 (with our conclusions in bold below):

 1. Is it mandatorily redeemable? Criterion not met. The Earnout Shares do not represent mandatorily redeemable
financial instruments.

United States Securities and Exchange Commission

August 11, 2022

Page 3

 2. It is not an outstanding share and, at inception, embodies an obligation to repurchase the issuer’s
equity shares (e.g., forward purchase contracts or written put options that are to be physically settled) or is indexed to such an obligation
(e.g., a warrant on puttable shares or a written put option that is cash settled) and requires or may require the issuer to settle the
obligation by transferring assets. Criterion not met. The Earnout Shares do not embody an obligation to repurchase the issuer’s
equity shares.

 3. It will or may be settled by the issuance of a variable number of the issuer’s shares, and at inception
the monetary value of the instrument is solely or predominantly based on any one of the following:

 a) A fixed amount (e.g., a payable for a fixed amount that is settleable with a variable number of the issuer’s
equity shares). Criterion not met. The Earnout Shares are not based upon a fixed monetary amount known at inception.

 b) Being derived from something other than the fair value of the issuer’s equity shares (e.g., an
obligation to deliver shares indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares). Criterion
not met. The Earnout Shares are not derived from something other than the fair value of the entity’s equity shares.

 c) Movement in a direction opposite to the value of the issuer’s equity shares (e.g., a written
put option that can be net share settled). Criterion not met. The Earnout Shares are not based upon a movement in the opposite direction
of the entity’s stock price.

Due to the above analysis, the Earnout
Shares with corresponding Exercise Contingencies met none of the criteria outlined above and therefore are not within the scope of ASC
480. As such, we continued our evaluation under ASC 815.

Management considered the guidance within
ASC 815-10-15-83 and determined that the Earnout Shares would initially meet the definition of a derivative because they have a underlying
(the entity’s share price), they have a notional amount (the common shares of the entity), they have an initial net investment that
is “less by more than a nominal amount” than the initial net investment that would be required to obtain the asset, and they
can be net-settled by means outside of the contract because the post-merger entity’s common shares will be publicly traded (and
are therefore readily convertible to cash). Within our evaluation, we have considered two units of account based off of certain risk exposures
outlined in the Company’s Business Combination Agreement ((i) trading price of the combined entity’s common stock or; (ii) the total audited
revenue and audited operating income on the combined company’s Annual Report on Form 10-K for certain future periods).

Based on the preceding, the
Company’s stock price is an input to a fixed-for-fixed option pricing model and variations in the settlement amount attributed
to the stock price would not preclude equity classification. As such, Management concluded that the first unit of account based on
share price is indexed to the Company’s stock. As for the remaining unit of account based on the earnings target, management
considered the two step process as outlined in Step 3 above, and concluded: (i) the exercise contingency (i.e. exceeding the
earnings target) is based on an observable index, but it can only be measured by reference to the Company’s operations.
Therefore, Step 1 does not preclude the Company from considering this consideration arrangement indexed to its own shares; and (ii)
the settlement amount is considered fixed-for-fixed because it equals the difference between the fair value of a fixed number of
shares, and a fixed exercise price. Therefore, the consideration arrangement is considered indexed to the Company’s
shares.

United States Securities and Exchange Commission

August 11, 2022

Page 4

Furthermore, the Company evaluated the
Earnout Shares as they relate to the equity criteria of ASC 815-40-25-10 as follows:

1. Settlement permitted in unregistered
shares. The contract permits the entity to settle in unregistered shares. Criterion met.

2. Entity has sufficient authorized
and unissued shares. The entity has sufficient authorized and unissued shares available to settle the contract after considering all other
commitments that may require the issuance of stock during the maximum period the derivative instrument could remain outstanding. Criterion
met. The total number of post-merger shares of Company Capital Stock (Company common stock and Company preferred stock) that Dragonfly
is authorized to issue is 175,000,000 shares, consisting of 170,000,000 shares of common stock, and 5,000,000 shares of preferred stock.
The Pro forma fully diluted Company common stock as of March 31, 2022 was 109,562,246 shares, after taking into account all possible sources
of shares and the extent of dilution. Thus, sufficient authorized shares are available as 65,437,754 shares will remain authorized but
unissued.

3. Contract contains an explicit share
limit. The contract contains an explicit limit on the number of shares to be delivered in a share settlement. Criterion met.

4. No required cash payment if entity
fails to timely file. There are no required cash payments to the counterparty in the event the entity fails to make timely filings with
the Securities and Exchanges Commission (SEC). Criterion met.

5. No cash-settled top-off or make-whole
provisions. There are no cash settled top-off or make-whole provisions. Criterion met.

6. No counterparty rights rank higher
than shareholder rights. There are no provisions in the contract that indicate that the counterparty has rights that rank higher than
those of a shareholder of the stock underlying the contract. Criterion met.

7. No collateral required. There is
no requirement in the contract to post collateral at any point or for any reason. Criterion met.

Based on the analysis performed, the contingent
consideration arrangements for the Earnout Shares would be classified as equity. Management notes that the arrangement must be assessed
at each financial statement reporting date to determine whether equity classification remains appropriate. If the arrangement no longer
meets the criteria for equity classification, it would be reclassified to a liability at its then current fair value.

Management noted no material terms or
conditions of the Earnouts that would preclude equity classification for the Earnout Shares.

Interim Financial Statements - Chardan

Condensed Balance Sheets, page F-22,
page F-23

    4.
    Your response to prior
    comment 9 indicates that you corrected the number of common shares at redemption value outstanding at December 31, 2021; however,
    we note no changes to the interim balance sheet. As previously requested, please correct the number of common shares at redemption
    value that were outstanding at December 31, 2021, disclosed under redeemable common stock and under stockholders’ equity
    (deficit). It appears you incorrectly revised the annual balance sheets on page F-3 such that now the number of common shares
    at redemption value that were outstanding at December 31, 2020, disclosed under redeemable common stock and under stockholders’
    equity (deficit) on page F-3, also should be corrected.

Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page F

United States securities and exchange commission logo
August 3, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Registration Statement on Form S-4
Filed on July 22, 2022
File No. 333-266273
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so 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 our comments apply to your facts and
circumstances or do not believe 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.
Form S-4 filed July 22, 2022
Form 8-K furnished July 13, 2022
Exhibit 99.1, page 1
1.Refer to pages 37 and 38.  We note your presentation of Adjusted EBITDA and your
disclosure in footnote 2 that you consider operating income to be the nearest GAAP
financial measure.  Please explain to us how your disclosure complies with Question
103.02 of the Non-GAAP Compliance and Disclosure Interpretations.  We also note you
do not disclose or provide reconciliations of Adjusted EBITDA to the most directly
comparable GAAP measure.  Please explain to us how your presentation complies with
Item 100(a) of Regulation G.
U.S. Federal Income Tax Considerations, page 157

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 August 3, 2022 Page 2
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
August 3, 2022
Page 2
2.We note your response to our prior comment 3 in our letter dated July 5, 2022. When
counsel elects to file a short form tax opinion, the opinion and the proxy
statement/prospectus both must state clearly that the discussion in the proxy
statement/prospectus constitutes counsel’s opinion. We note that the tax opinion filed as
Exhibit 8.1 refers to a "U.S. Federal Income Tax Considerations — Tax Consequences of
the Merger to Dragonfly Shareholders" section. Please revise to clearly disclose the title of
the respective section. Also, please ensure that counsel provides a firm opinion for each
material tax consequence, including whether the Merger will qualify as a reorganization,
or explains why such an opinion cannot be given. If the opinion is subject to uncertainty,
please (1) provide an opinion that reflects the degree of uncertainty (e.g., "should") and
explain the facts or circumstances giving rise thereto, and (2) add risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors. For
guidance, refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.
Unaudited Pro Forma Condensed Combined Financial Information, page 212
3.Your revised disclosures in response to prior comment 6 state that you "preliminarily
determined" the earnout shares are not precluded from equity classification.  Please
provide us your analysis of how you preliminarily determined the earnout shares should
be classified in equity.  Your response should include references to specific authoritative
accounting guidance that supports the basis for your conclusion.
Interim Financial Statements - Chardan
Condensed Balance Sheets, page F-22, page F-23
4.Your response to prior comment 9 indicates that you corrected the number of common
shares at redemption value outstanding at December 31, 2021; however, we note no
changes to the interim balance sheet.  As previously requested, please correct the number
of common shares at redemption value that were outstanding at December 31, 2021,
disclosed under redeemable common stock and under stockholders’ equity (deficit).  It
appears you incorrectly revised the annual balance sheets on page F-3 such that now the
number of common shares at redemption value that were outstanding at December 31,
2020, disclosed under redeemable common stock and under stockholders’ equity (deficit)
on page F-3, also should be corrected.
Exhibits
5.We note your disclosure in the exhibit index key that "schedules and exhibits" have been
omitted from certain exhibits. To the extent you intend to redact information from any
exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K, please revise the applicable
footnote to state that certain information has been excluded from relevant exhibits because
it is both not material and the type of information that the registrant treats as private or
confidential. Additionally, please include a prominent statement on the first page of the
redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that the registrant treats as private or

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 August 3, 2022 Page 3
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
August 3, 2022
Page 3
confidential.
General
6.We note your response to our prior comment 1 in our letter dated July 5, 2022. Where
applicable, please revise to clearly disclose if recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected.
7.Please clarify the number of securities you are seeking to register under this registration
statement. In this regard, we note your disclosures that "This proxy statement/prospectus
relates to the issuance by Chardan of shares of New Dragonfly common stock issued in
connection with the Merger described herein," and "This proxy statement/prospectus also
relates to 40,000,000 New Dragonfly common stock issued as Earnout Shares."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters. Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 22, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on July 8, 2022
File No. 001-40730
Dear Mr. Grossman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

    One
    Manhattan West

New York, NY 10001
    FIRM/AFFILIATE

OFFICES

    BOSTON

    TEL: (212) 735-3000
    CHICAGO

    FAX: (212) 735-2000
    HOUSTON

    www.skadden.com
    LOS ANGELES

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    BEIJING

    BRUSSELS

    FRANKFURT

    HONG KONG

    LONDON

    MOSCOW

    MUNICH

    July 11, 2022

    PARIS

    SÃO PAULO

    VIA
    EDGAR

    SÃO PAULO

    SEOUL

    United States Securities and Exchange Commission
    SHANGHAI

    Division of Corporation Finance
    SINGAPORE

    Office of Manufacturing
    TOKYO

    100 F Street, NE
    TORONTO

    Washington, D.C. 20549

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Registration Statement on Form S-4

    Filed June 17, 2022

    CIK No. 0001847986

Dear Mesdames Haywood, Clark and McConnell and Mr. Ecker:

On behalf of our client, Chardan
NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated July 5, 2022 (the “Comment Letter”),
with respect to the Company's supplemental response dated June 17, 2022 (the “Prior Response Letter”),
each relating to the above-referenced registration statement on Form S-4 filed on June 17, 2022 (the “Registration
Statement”).

The Company has publicly filed via EDGAR Amendment
No. 1 to its Registration Statement on Form S-4 (the “Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff in the Comment Letter and Prior Comment Letter and certain updated information. Capitalized
terms used but not defined herein have the meanings set forth in the Registration Statement.

United States Securities and Exchange Commission

July 11, 2022

Page 2

Registration Statement on Form S-4 submitted
July 17, 2022

General Risk Factors

The uncertainty in global economic conditions,
page 56

    1.
    You disclose that you may be unable to offset material price inflation through increased prices to customers. Please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures.

Response: We respectfully acknowledge
the Staff’s comment. Historically, Dragonfly has chosen to manage cost increases through a combination of inventory management and
volume-based discounts as disclosed elsewhere in the Registration Statement. Where prudent, including during Q2 2022, Dragonfly may increase
prices to customers to offset inflationary pressures. In response to the Staff’s comment, the Company has revised its disclosure
on pages 58 and 59 of Amendment No. 1.

Fairness Opinion of Duff & Phelps,
page 90

    2.
    We note your response to our prior comment seven. You state that Duff & Phelps delivered its opinion to the Chardan Board "solely in their capacity as members of the Chardan Board." This appears to be a limitation on reliance by shareholders in the fairness opinion. Shareholders are entitled to rely upon all disclosure contained in the registration statement/proxy, especially as it relates to the fairness of the consideration to be paid. Please delete this limitation here and in Annex I.

Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on pages 94, 96, I-1 and
I-4 of Amendment No. 1.

U.S. Federal Income Tax Considerations, page 153

    3.
    Please revise the tax disclosure in your registration statement to: (i) Remove language that "generally" certain tax consequences will apply and express a firm opinion for each material tax consequence or explain why such an opinion cannot be given; and (ii) state in your disclosure that the discussion is the opinion of tax counsel and identify counsel. Also, we note your intention and expectation that the transaction qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended. Please revise your disclosure to more clearly state counsel's tax opinion on whether the transaction will qualify as a reorganization and include appropriate risk factor disclosure. In addition, please also file a tax opinion as an exhibit to the filing. Refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S¬4, and, for guidance, Section III of Staff Legal Bulletin No. 19.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its
disclosure on pages 160, 161 and 164 of Amendment No. 1. In addition, the tax opinion regarding the transaction's qualification
as a reorganization will be filed as an exhibit in a subsequent amendment to the Registration Statement.

Chardan’s
Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments, page 169

    4.
    We note your response to prior comment 10; however, we continue to note an inconsistency in your disclosures. Although you now disclose here that ASU 2020-06 is effective for you on January 1, 2024 and you are currently assessing the impact of adoption, you disclose in the notes to your financial statements on page F-15 that ASU 2020-06 is effective for you on January 1, 2024 and you early adopted on January 1, 2021. Please correct or reconcile these disclosures.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page 176 of Amendment No. 1 to reflect the adoption of ASU 2020-06.

United States Securities and Exchange Commission

July 11, 2022

Page 3

Certain Projected Financial Information of
Dragonfly, page 202

    5.
    We note your response to our prior comment 11. Where possible, please quantify the material estimates and assumptions used to prepare the Dragonfly Projected Financial Information. Please also expand your disclosure to discuss how these projections relate to Dragonfly's historical financial results.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page 213 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial
Information, page 206

    6.
    We note the Earnout Shares are expected to be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity. We also note the preliminary fair value of the Earnout Shares is $288.8 million. Based on the terms of the Earnout Shares, please more fully explain how you determined the accounting treatment for these shares and how you determined equity classification is appropriate. Please also disclose and more fully explain how you determined the preliminary fair value of the Earnout Shares, including the material assumptions.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page 215 of Amendment No. 1 to expand on the accounting treatment for Earnout Shares as well as the disclosure on the preliminary
fair value of the Earnout Shares, which includes the valuation model and material assumptions.

Unaudited Pro Forma Condensed Combined Financial
Information, page 206

    7.
    We note the new shares of common stock that will be issued to Dragonfly Equity Holders will be allocated between the holders of Dragonfly common stock and options to acquire Dragonfly common stock, after the conversion of Dragonfly preferred stock into Dragonfly common stock. Please more fully disclose the conversion terms of the preferred stock. We also note disclosures in the forepart of the filing that all Dragonfly options will be converted into New Dragonfly options and that the portion of the Aggregate Merger Consideration reflecting the conversion of the Dragonfly options is calculated assuming all New Dragonfly options are net-settled but Dragonfly options may, by their terms, be cash-settled resulting in additional dilution. Please more fully explain the accounting for options, including the exchange of Dragonfly options for New Dragonfly options in the pro forma financial statements. Please also more fully explain the terms of Dragonfly options that could result in cash-settlement and explain how the potential cash settlement was considered in determining the appropriate accounting for options in Dragonfly’s historical financial statements.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on pages 222 and 223 of Amendment No. 1 to disclose the conversion terms of the preferred stock, as well as the accounting
for conversion of Dragonfly options. Furthermore, the Company notes that cash settlement is within the control of the Company, and the grantee cannot elect cash settlement
under any scenario. For Dragonfly options, the Company can offer cash settlement at any time, but the grantee is not required to accept
such offer (the Company does not have a practice of cash settling its options). For restricted stock, the Company may, at its option,
exercise a repurchase option in the event the grantee is no longer an employee of the Company. The Company is not obligated to exercise
such option, and does not have a history of doing so. There is no scenario that requires the Company to cash settle its options or restricted
stock. Due to the above circumstances, the options would not fall under liability classification and the options are treated as equity-classified.
The Company has removed references to options being cash-settled throughout the filing to avoid uncertainty.

Dragonfly Related Party Transactions, page 251

    8.
    You disclose Dragonfly's loan to its Chief Financial Officer, Mr. Marchetti. Please tell us on how you intend to comply with Section 13(k) of the Securities Exchange Act of 1934 with respect to the loan Dragonfly has made to Mr. Marchetti.

Response: We respectfully
acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on pages 16,
33, 129 and 262 of Amendment No. 1.

United States Securities and Exchange Commission

July 11, 2022

Page 4

Interim Financial Statements – Chardan

Condensed Balance Sheets, page F-22

    9.
    Please correct the number of common shares at redemption value that are outstanding as of December 31, 2021 disclosed under redeemable common stock and stockholders’ equity (deficit).

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page F-22 of Amendment No. 1 to correct the number of common shares at redemption value that are outstanding as of December 31,
2021, including under Commitments and Contingencies, and Stockholders’ Equity (Deficit).

 General

    10.
    With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: We respectfully
acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on pages 75
and 76 of Amendment No. 1. The Sponsor is owned solely by U.S. nationals, and is neither controlled by or has substantial ties with
a non-U.S. person. Dynavolt Technology, a company registered in Hong Kong, is currently a significant Dragonfly shareholder. The
investment by Dynavolt dates back to 2016. Dynavolt does not have the power to appoint members of the current Dragonfly board.
During the approximately one-year period after its investment, Dynavolt assisted Dragonfly in identifying its initial China-based
battery cell suppliers. Dynavolt has never been a direct Dragonfly supplier or a customer. For the avoidance of doubt, we confirm
that neither of Dragonfly’s two China-based battery cell suppliers is associated with Dynavolt. Following the Business
Combination, Dynavolt will continue to be a significant shareholder of the combined company, however it will not have power to
appoint members to the combined company board and it will not receive any additional rights in the combined company. In connection
with the transaction, appropriate consideration was given to relevant regulatory review and filing requirements, and the parties do
not anticipate any CFIUS-related delay.

* * *

United States Securities and Exchange Commission

July 11, 2022

Page 5

Please address correspondence to Skadden, Arps,
Slate, Meagher & Flom LLP and do not hesitate to contact Jeffrey Brill at (212) 735-2587 or jeffrey.brill@skadden.com, or Peter
Serating at (212) 735-2286 or peter.serating@skadden.com of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments
regarding this letter.

    Sincerely,

    /s/ Skadden, Arps, Slate, Meagher & Flom LLP

    Skadden, Arps, Slate, Meagher & Flom LLP

    cc:
    Jonas Grossman, Chardan NexTech Acquisition 2 Corp.

    Denis Phares, Dragonfly Energy Corp.

    O’Melveny & Myers LLP

CORRESP
1
filename1.htm

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    United
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    SHANGHAI

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    Attn:
    Bradley
    Ecker

    Sherry
    Haywood

    Re:
    Chardan NexTech Acquisition
    2 Corp.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    June 30, 2022

    CIK
    No. 0001847986

Dear Ms. Haywood:

On
behalf of our client, Chardan NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing
to submit the Company’s responses to the comment of the staff of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Staff”) contained in the Staff’s letter dated July 7, 2022 (the “Comment
Letter”), relating to the above-referenced proxy statement on Schedule 14A filed on June 30, 2022 (the “Proxy
Statement”).

The Company has
filed via EDGAR a revised Preliminary Proxy Statement on Schedule 14A, which reflects the Company’s response to the comment received
by the Staff in the Comment Letter and certain updated information. Capitalized terms used but not defined herein have the meanings set
forth in the Proxy Statement.

Proxy Statement
on Schedule 14A submitted June 30, 2022

General

    1.
    With
    a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
    Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by,
    or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact
    your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able
    to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
    entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that
    the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing
    an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the
    losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which
    would expire worthless.

United States Securities and Exchange Commission

July 8, 2022

Page 2

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its
disclosure on page 15 of Proxy Statement. The Sponsor is owned solely by U.S. nationals, and is neither controlled by or has
substantial ties with a non-U.S. person. Dynavolt Technology, a company registered in Hong Kong, is currently a significant
Dragonfly shareholder. The investment by Dynavolt dates back to 2016. Dynavolt does not have the power to appoint members of the
current Dragonfly board. During the approximately one-year period after its investment, Dynavolt assisted Dragonfly in identifying
its initial China-based battery cell suppliers. Dynavolt has never been a direct Dragonfly supplier or a customer. For the avoidance
of doubt, we confirm that neither of Dragonfly’s two China-based battery cell suppliers is associated with Dynavolt. Following
the Business Combination, Dynavolt will continue to be a significant shareholder of the combined company, however it will not have
power to appoint members to the combined company board and it will not receive any additional rights in the combined company. In
connection with the transaction, appropriate consideration was given to relevant regulatory review and filing requirements, and the
parties do not anticipate any CFIUS-related delay.

* * *

United States Securities and Exchange Commission

July 8, 2022

Page 3

Please address
correspondence to Skadden, Arps, Slate, Meagher & Flom LLP and do not hesitate to contact Jeff Brill at (212) 735-2587 or jeffery.brill@skadden.com,
or Peter Serating at (212) 735-2286 or peter.serating@skadden.com of Skadden, Arps, Slate, Meagher & Flom LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/ Skadden,
    Arps, Slate, Meagher & Flom LLP

    Skadden,
    Arps, Slate, Meagher & Flom LLP

    cc:
    Jonas
    Grossman, Chardan NexTech Acquisition 2 Corp.

    Denis
    Phares, Dragonfly Energy Corp.

    O’Melveny
    & Myers LLP

United States securities and exchange commission logo
July 7, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on June 30, 2022
File No. 001-40730
Dear Mr. Grossman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Proxy Statement on Schedule 14A filed June 30, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 July 7, 2022 Page 2
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
July 7, 2022
Page 2
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Bradley Ecker, Staff Attorney, at (202) 551-4985 or Sherry Haywood,
Staff Attorney, at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 5, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Registration Statement on Form S-4
Filed June 17, 2022
File No. 333-265713
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so 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 our comments apply to your facts and
circumstances or do not believe 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.
Form S-4 filed June 17, 2022
General Risk Factors
The uncertainty in global economic conditions, page 56
1.You disclose that you may be unable to offset material price inflation through increased
prices to customers. Please update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
Fairness Opinion of Duff & Phelps, page 90
2.We note your response to our prior comment seven. You state that Duff & Phelps
delivered its opinion to the Chardan Board "solely in their capacity as members of the
Chardan Board." This appears to be a limitation on reliance by shareholders in
the fairness opinion. Shareholders are entitled to rely upon all disclosure contained in the

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 July 5, 2022 Page 2
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
July 5, 2022
Page 2
registration statement/proxy, especially as it relates to the fairness of the consideration to
be paid. Please delete this limitation here and in Annex I.
U.S. Federal Income Tax Considerations, page 153
3.Please revise the tax disclosure in your registration statement to: (i) Remove language that
"generally" certain tax consequences will apply and express a firm opinion for each
material tax consequence or explain why such an opinion cannot be given; and (ii) state in
your disclosure that the discussion is the opinion of tax counsel and identify
counsel. Also, we note your intention and expectation that the transaction qualify as a
reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of
1986, as amended. Please revise your disclosure to more clearly state
counsel's tax opinion on whether the transaction will qualify as a reorganization and
include appropriate risk factor disclosure. In addition, please also file a tax opinion as an
exhibit to the filing. Refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-
4, and, for guidance, Section III of Staff Legal Bulletin No. 19.
Chardan's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments, page 169
4.We note your response to prior comment 10; however, we continue to note an
inconsistency in your disclosures. Although you now disclose here that ASU 2020-06 is
effective for you on January 1, 2024 and you are currently assessing the impact of
adoption, you disclose in the notes to your financial statements on page F-15 that ASU
2020-06 is effective for you on January 1, 2024 and you early adopted on January 1,
2021. Please correct or reconcile these disclosures.
Certain Projected Financial Information Of Dragonfly, page 202
5.We note your response to our prior comment 11. Where possible, please quantify the
material estimates and assumptions used to prepare the Dragonfly Projected Financial
Information. Please also expand your disclosure to discuss how these projections relate to
Dragonfly's historical financial results.
Unaudited Pro Forma Condensed Combined Financial Information, page 206
6.We note the Earnout Shares are expected to be recognized at fair value upon the closing of
the Business Combination and classified in stockholders’ equity. We also note the
preliminary fair value of the Earnout Shares is $288.8 million. Based on the terms of the
Earnout Shares, please more fully explain how you determined the accounting treatment
for these shares and how you determined equity classification is appropriate. Please also
disclose and more fully explain how you determined the preliminary fair value of the
Earnout Shares, including the material assumptions.
7.We note the new shares of common stock that will be issued to Dragonfly Equity Holders

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 July 5, 2022 Page 3
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
July 5, 2022
Page 3
will be allocated between the holders of Dragonfly common stock and options to acquire
Dragonfly common stock, after the conversion of Dragonfly preferred stock into
Dragonfly common stock. Please more fully disclose the conversion terms of the preferred
stock. We also note disclosures in the forepart of the filing that all Dragonfly options will
be converted into New Dragonfly options and that the portion of the Aggregate Merger
Consideration reflecting the conversion of the Dragonfly options is calculated assuming
all New Dragonfly options are net-settled but Dragonfly options may, by their terms, be
cash-settled resulting in additional dilution. Please more fully explain the accounting for
options, including the exchange of Dragonfly options for New Dragonfly options in the
pro forma financial statements. Please also more fully explain the terms of Dragonfly
options that could result in cash-settlement and explain how the potential cash settlement
was considered in determining the appropriate accounting for options in Dragonfly’s
historical financial statements.
Dragonfly Related Party Transactions, page 251
8.You disclose Dragonfly's loan to its Chief Financial Officer, Mr. Marchetti. Please tell us
on how you intend to comply with Section 13(k) of the Securities Exchange Act of 1934
with respect to the loan Dragonfly has made to Mr. Marchetti.
Interim Financial Statements - Chardan
Condensed Balance Sheets, page F-22
9.Please correct the number of common shares at redemption value that are outstanding as
of December 31, 2021 disclosed under redeemable common stock and stockholders’
equity (deficit).
General
10.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 July 5, 2022 Page 4
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
July 5, 2022
Page 4
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom llp

June 17, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

    ONE MANHATTAN WEST

    NEW YORK, NY 10001

    TEL: (212) 735-3000

    FAX: (212) 735-2000

    www.skadden.com

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    PARIS

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    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Heather Clark

    Anne McConnell

    Bradley Ecker

    Sherry Haywood

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Draft Registration Statement on Form S-4

    Filed May 16, 2022

    CIK No. 0001847986

Dear Ms. Haywood:

On behalf of our client, Chardan
NexTech Acquisition 2 Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated June 9, 2022 (the “Comment Letter”),
with respect to the above-referenced draft registration statement on Form S-4 submitted on May 16, 2022 (the “Draft Registration
Statement”).

The Company has publicly filed
via EDGAR its Registration Statement on Form S-4 (the “Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. Capitalized terms used but not defined herein
have the meanings set forth in the Registration Statement.

United States Securities and Exchange Commission

June 17, 2022

Page 2

Draft Registration Statement on Form S-4 submitted
May 16, 2022

Cover Page

    1.
    Please revise your cover page to give prominence to the disclosure that the Sponsor and Chardan’s directors and executive officers have interests in the business combination that is different from, or in addition, to those of your shareholders.

 Response: We respectfully
                                                                                                      acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on the cover
                                                                                                      page of the Registration Statement.

    2.
    Please revise your cover page to disclose the equity ownership of the public stockholders, PIPE investors and Sponsor upon completion of the business combination.

 Response: We respectfully
                                                                                                      acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on the cover
                                                                                                      page of the Registration Statement.

Questions and Answers about the Proposals,
page 10

    3.
    Please highlight the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

Response: We respectfully acknowledge
the Staff’s comment. The Company respectfully advises the Staff that the material risks to public warrant holders are set forth
under the captions “Risk Factors––Risks Related to Ownership of Chardan Securities and the Business Combination––We
may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their
public warrants worthless,” “––There is no guarantee that the public warrants will ever be “in the money,”
and they may expire worthless and the terms of Chardan’s warrants may be amended,”

“––We may amend the
terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then-outstanding
warrants. As a result, the exercise price of our warrants could be increased, the exercise period could be shortened and the number of
shares of Chardan common stock purchasable upon exercise of a warrant could be decreased without a warrant holder’s approval,”
and “––A provision in Chardan’s Warrant Agreement may make it more difficult for Chardan to consummate the Business
Combination” on pages 78 to 80 of the Registration Statement.

Disclosure regarding the public warrants
and private placement warrants was added on page 249 under the new caption “Description of Securities––Redeemable
Warrants.”
An additional disclosure regarding common stock trading prices was added on page 78 under the caption “Risk Factors––Risks
Related to Ownership of Chardan Securities and the Business Combination––We may redeem unexpired public warrants prior to
their exercise at a time that is disadvantageous to warrant holders, thereby making their public warrants worthless” of the Registration
Statement.

    4.
    We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page 22 and 73 of the Registration Statement.

    5.
    Please add a question and answer that addresses the positive and negative factors that the board considered when determining to enter into the business combination agreement and its rationale for approving the transaction.

 Response: We respectfully
                                                                                                      acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page 22
                                                                                                      of the Registration Statement.

Risk Factor Summary, page 39

    6.

    Please revise your risk factor summary
to ensure that it is no more than two pages in length. Refer to Item 105(b) of Regulation S-K.

 Response: We respectfully
                                                                                                                               acknoweldge the Staff's comment. In response to the Staff’s comment, the Company has revised its disclosure on page 41-42 of
                                                                                                                               the Registration Statement.

United States Securities and Exchange Commission

June 17, 2022

Page 3

Fairness Opinion of Duff & Phelps, page
93

    7.
    You disclose that the “Duff & Phelps’ Opinion was furnished for the use and benefit of the Chardan Board in connection with the Business Combination and was not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent.” Please also refer to similar language contained in the fairness opinion. This disclosure suggests that shareholders may not consider or rely on the information in the opinion. Because it is inconsistent with the disclosures relating to the opinion, the limitation should be deleted.

 Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page 97 and I-4 of the
Registration Statement.

Interests of Certain Persons in the Business
Combination, page 123

    8.
    Please discuss the fact that Mr. Grossman, sole member of Chardan NexTech Investments II LLC, may have interests in the completion of the business combination that may be different from Chardan’s public stockholders due to Chardan NexTech Investments II LLC participating in the PIPE and Sponsor agreements.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on pages 13, 37, 67, 127, 134, 170 of the Registration Statement.

Background of the Business Combination, page
126

    9.
    Please revise your disclosure in this section to include negotiations relating to material terms of the transaction, including, but not limited to, structure, consideration, proposals and counter-proposals and size of PIPE. In your revised disclosure, please explain the reasons for the terms, each party’s position on the issues, and how you reached agreement on the final terms. Please also discuss the negotiations related to the material ancillary agreements related to the business combination.

 Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page 129, 130, 133, 134,
135 and 136 of the Registration Statement.

Chardan’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Recent Accounting Standards, page 176

    10.
    You disclose here and in the notes to your financial statements that ASU 2020-06 is effective for you on January 1, 2024 and that you early adopted on January 1, 2021. Please reconcile these disclosures with your statement on page 172 that ASU 2020¬06 is effective January 1, 2022 and you are currently assessing the impact of adoption.

 Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page 177 of the Registration
Statement.

Certain Projected Financial Information of
Dragonfly, page 205

    11.
    We note your disclosure that the financial projections are based on numerous assumptions. Please expand to disclose whether the projections are in line with historic operating trends. Address why the change in trends is appropriate or assumptions are reasonable. Clearly describe the basis for projecting this growth and the factors or contingencies that would affect such growth ultimately materializing.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on page 212 and 213 of the Registration Statement.

Description of the Business Combination, page
209

    12.

    Please clarify whether the Penny Warrants
    are exercisable for 3.6% of fully-diluted outstanding shares or whether they are exercisable for 1,536,367 shares post closing.
    Please also describe any other material terms of the Penny Warrants.

Response:
We respectfully acknowledge the Staff’s comment. The Penny Warrants are exercisable to purchase 3.6% of Dragonfly’s common
stock on a fully-diluted basis, calculated as of the date on which the Business Combination is consummated. In addition, the Company has
revised the disclosure at pages 8, 72, 110, 125, 215, 217, 224 and 226 of the Registration Agreement to include the material terms of
the Penny Warrants as requested.

United States Securities and Exchange Commission

June 17, 2022

Page 4

Unaudited Pro
Forma Condensed Combined Financial Information

Notes to Unaudited
Pro Forma Condensed Combined Financial Information

Note 3. Adjustments
to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 216

    13.
    We refer to adjustment D. Please tell us where you reflected the elimination of Dragonfly’s historical debt. In this regard, we note adjustments to cash for the use of cash to payoff the debt and to notes payable, current portion, but we note no adjustment to notes payable, non-current portion.

 Response: We respectfully acknowledge
the Staff’s comment. We have revised adjustment D to reflect the impact on notes payable, non-current portion. The Company has revised
the disclosure on page 222 of the Registration Statement in response to the Staff’s comment.

    14.
    We refer to adjustment I. Please tell us where this adjustment is reflected in the pro forma balance sheet, as we note no adjustment labeled “I.”

Response: We respectfully acknowledge
the Staff’s comment. The Company has revised the disclosure on page 223 of the Registration Statement in response to the Staff’s
comment to include adjustment I in the pro forma balance sheet.

Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations, page 217

    15.
    Please revise adjustment EE to provide your calculation of interest expense under the new Term Loan Facility.

Response: We respectfully acknowledge
the Staff’s comment. The Company has revised the description of adjustment EE on page 223 of the Registration Statement in response
to the Staff’s comment.

    16.
    Based on your disclosure in note D that the pro forma balance sheet reflects the repayment of Dragonfly’s historical debt and the write off of unamortized debt discount, it is not clear to us why the pro forma statement of operations does not reflect the non-recurring loss of $6.1 million that will result from the debt extinguishment. Please clarify or revise.

Response: We respectfully acknowledge
the Staff’s comment. We have revised adjustment D to reflect the debt extinguishment associated with the repayment of Dragonfly
historical debt and write off of unamortized debt discount in the pro forma statement of operations.

Note 4. Net Loss per Share, page 217

    17.

    Please revise note 4 to clarify that the pro
    forma loss per share calculations also exclude 40 million additional shares of common stock that may be issued as a result of the Earnout

    Agreement.

Response: We respectfully acknowledge
the Staff’s comment. The Company has revised the disclosure on page 224 of the Registration Statement in response to the Staff’s
comment.

Beneficial Ownership of Securities, page 250

    18.

    Please disclose the sponsor and its affiliates’
total potential interest in the combined company, assuming exercise and conversion of all securities.

 Response: We respectfully acknowledge
the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure on page 257 of the Registration
Statement.

United States Securities and Exchange Commission

June 17, 2022

Page 5

Financial Statements, page F-1

    19.
    Please update your financial statements and all related disclosures in accordance with Rule 8-08 of Regulation S-X. Please also provide updated financial statements and related disclosures for Dragonfly, the predecessor, in accordance with Rule 8-08 of Regulation S-X.

 Response: We respectfully acknowledge the Staff’s comment. In response to the Staff’s
                                                                                                     comment, the Company has revised its disclosure on pages F-1 of the Registration Statement.

General

    20.
    We note that the SPAC IPO underwriter performed additional services after the IPO and part of the IPO underwriting fee was deferred and conditioned on the completion of a business combination. Please quantify the aggregate fees payable to the SPAC IPO underwriter that are contingent on completion of a business combination.

Response:
We respectfully acknowledge the Staff’s comment. In response to the Staff’s comment, the Company has revised its disclosure
on pages 7, 11, 14, 26, 32, 68, 70, 128, 130, 131, 134, 165, 179 an

United States securities and exchange commission logo
June 9, 2022
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, New York 10004
Re:Chardan NexTech Acquisition 2 Corp.
Draft Registration Statement on Form S-4
Filed May 16, 2022
CIK No. 0001847986
Dear Mr. Grossman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form S-4 filed May 16, 2022
Cover Page
1.Please revise your cover page to give prominence to the disclosure that the Sponsor and
Chardan’s directors and executive officers have interests in the business combination that
is different from, or in addition, to those of your shareholders.
2.Please revise your cover page to disclose the equity ownership of the public stockholders,
PIPE investors and Sponsor upon completion of the business combination.
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS, page 10
3.Please highlight the material risks to public warrant holders, including those arising from

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 June 9, 2022 Page 2
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
June 9, 2022
Page 2
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
4.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
5.Please add a question and answer that addresses the positive and negative factors that the
board considered when determining to enter into the business combination agreement and
its rationale for approving the transaction.
Risk Factor Summary, page 39
6.Please revise your risk factor summary to ensure that it is no more than two pages in
length. Refer to Item 105(b) of Regulation S-K.
Fairness Opinion of Duff & Phelps, page 93
7.You disclose that the "Duff & Phelps’ Opinion was furnished for the use and benefit of
the Chardan Board in connection with the Business Combination and was not intended to,
and does not, confer any rights or remedies upon any other person, and is not intended to
be used, and may not be used, by any other person or for any other purpose, without Duff
& Phelps’ express consent." Please also refer to similar language contained in the
fairness opinion. This disclosure suggests that shareholders may not consider or rely on
the information in the opinion. Because it is inconsistent with the disclosures relating to
the opinion, the limitation should be deleted.
Interests of Certain Persons in the Business Combination, page 123
8.Please discuss the fact that Mr. Grossman, sole member of Chardan NexTech Invesments
II LLC, may have interests in the completion of the business combination that may be
different from Chardan's public stockholders due to Chardan NexTech Investments II
LLC participating in the PIPE and Sponsor agreements.
Background of the Business Combination, page 126
9.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counter-proposals and size of PIPE. In your revised disclosure, please explain the
reasons for the terms, each party's position on the issues, and how you reached agreement
on the final terms. Please also discuss the negotiations related to the material ancillary
agreements related to the business combination.
Chardan's Management's Discussion and Analysis of Financial Condition and Results of
Operations

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 June 9, 2022 Page 3
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
June 9, 2022
Page 3
Critical Accounting Policies
Recent Accounting Standards, page 176
10.You disclose here and in the notes to your financial statements that ASU 2020-06 is
effective for you on January 1, 2024 and that you early adopted on January 1,
2021. Please reconcile these disclosures with your statement on page 172 that ASU 2020-
06 is effective January 1, 2022 and you are currently assessing the impact of adoption.

CERTAIN PROJECTED FINANCIAL INFORMATION OF DRAGONFLY, page 205
11.We note your disclosure that the financial projections are based on numerous assumptions.
Please expand to disclose whether the projections are in line with historic operating
trends. Address why the change in trends is appropriate or assumptions are
reasonable. Clearly describe the basis for projecting this growth and the factors or
contingencies that would affect such growth ultimately materializing.
Description of the Business Combination, page 209
12.Please clarify whether the Penny Warrants are exercisable for 3.6% of fully-diluted
outstanding shares or whether they are exercisable for 1,536,367 shares post closing.
Please also describe any other material terms of the Penny Warrants.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 216
13.We refer to adjustment D. Please tell us where you reflected the elimination of
Dragonfly's historical debt. In this regard, we note adjustments to cash for the use of cash
to payoff the debt and to notes payable, current portion, but we note no adjustment to
notes payable, non-current portion.
14.We refer to adjustment I. Please tell us where this adjustment is reflected in the pro forma
balance sheet, as we note no adjustment labeled "I."
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 217
15.Please revise adjustment EE to provide your calculation of interest expense under the new
Term Loan Facility.
16.Based on your disclosure in note D that the pro forma balance sheet reflects the repayment
of Dragonfly's historical debt and the write off of unamortized debt discount, it is not clear
to us why the pro forma statement of operations does not reflect the non-recurring loss of
$6.1 million that will result from the debt extinguishment. Please clarify or revise.
Note 4. Net Loss per Share, page 217

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 June 9, 2022 Page 4
 FirstName LastNameJonas Grossman
Chardan NexTech Acquisition 2 Corp.
June 9, 2022
Page 4
17.Please revise note 4 to clarify that the pro forma loss per share calculations also exclude
40 million additional shares of common stock that may be issued as a result of the Earnout
Agreement.
BENEFICIAL OWNERSHIP OF SECURITIES, page 250
18.Please disclose the sponsor and its affiliates' total potential interest in the combined
company, assuming exercise and conversion of all securities.
Financial Statements, page F-1
19.Please update your financial statements and all related disclosures in accordance with
Rule 8-08 of Regulation S-X.  Please also provide updated financial statements and
related disclosures for Dragonfly, the predecessor, in accordance with Rule 8-08 of
Regulation S-X.
General
20.We note that the SPAC IPO underwriter performed additional services after the IPO and
part of the IPO underwriting fee was deferred and conditioned on the completion of a
business combination. Please quantify the aggregate fees payable to the SPAC IPO
underwriter that are contingent on completion of a business combination.
21.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions.  For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries, or the ongoing invasion.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business. In this regard, we note your disclosure that,
as a result of global supply chain disruptions, you have "experienced a build-up in
inventory and a significant increase in prepaid inventory as suppliers have required
upfront deposits."

 FirstName LastNameJonas Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 June 9, 2022 Page 5
 FirstName LastName
Jonas Grossman
Chardan NexTech Acquisition 2 Corp.
June 9, 2022
Page 5
22.We note your reliance on a single source supplier for your proprietary battery
management system. Please tell us what consideration you gave to Item 601(b)(10)(ii)(B)
of Regulation S-K.
23.Please disclose all material terms of the Equity Facility Letter Agreement, including all
material terms of the Equity Facility Commitment Shares.
            You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Bradley Ecker, Staff Attorney, at
(202) 551-4985 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Chardan Capital Markets, LLC

17 State Street, Suite 2100

New York, New York 10004

August 9, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Deanna Virginio

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Registration Statement on Form S-1, as amended

    Filed August 5, 2021

    File No. 333-254010

Dear Ms. Virginio:

In connection with the Registration Statement
on Form S-1 of Chardan NexTech Acquisition 2 Corp., the undersigned, which is acting as the representative of the underwriters of
the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m., Eastern Time,
on Tuesday, August 10, 2021, or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended
(the “Act”).

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 379 copies of the Preliminary Prospectus dated August
5, 2021 have been distributed to prospective underwriters, dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

    Very truly yours,

    Chardan Capital Markets, LLC

    By:
    /s/ Shai Gerson

    Name:
    Shai Gerson

    Title:
    Managing Partner

CORRESP
1
filename1.htm

Chardan NexTech Acquisition 2 Corp.

17 State Street, 21st Floor

New York, NY 10004

August 9, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Deanna Virginio

    Re:
    Chardan NexTech Acquisition 2 Corp.

    Registration Statement on Form S-1, as amended

    Filed August 5, 2021

    File No. 333-254010

Dear Ms. Virginio:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Chardan NexTech Acquisition 2 Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Tuesday, August 10, 2021, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Jonas Grossman

    Jonas Grossman

    President and Chief Executive Officer

    cc:
    Reed Smith LLP

Greenberg Traurig, LLP

CORRESP
1
filename1.htm

Chardan NexTech Acquisition 2 Corp.

17 State Street, 21st Floor

New York, NY 10004

VIA EDGAR

July 13, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Deanna Virginio

    Re:

    Chardan NexTech Acquisition 2 Corp.

    Registration Statement on Form S-1

    Filed March 8, 2021

Amendment No. 3 to Registration Statement on Form S-1

Filed June 4, 2021

File No. 333-254010

Dear Ms. Virginio:

Chardan NexTech Acquisition 2 Corp., a Delaware
corporation (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated June 17, 2021, regarding the Company’s Registration Statement on
Form S-1 submitted to the Commission on March 8, 2021 (the “Registration Statement”) and Amendment No. 3 to Registration
Statement on Form S-1 submitted to the Commission on June 4, 2021 (the “Amended Registration Statement”). For the Staff’s
convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Concurrently with the transmission of this letter, we are publicly filing the Company’s Amendment No. 2 to Registration Statement
on Form S-1 with the Commission through EDGAR.

Amendment No. 3 to Registration Statement on Form S-1 filed June
4, 2021

Initial Business Combination

General, page 8

 1. Please clarify here and in the risk factors section that the public stockholders will not be entitled to vote or redeem their shares
in connection with an extension from 18 months to up to 24 months to complete the business combination, as referenced on page 23. Please
also describe the loans from insiders or their affiliates in the event of an extension under Certain Relationships and Related Party Transactions.
Alternatively, please explain to us why such disclosure is not required.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Attn: Deanna Virginio

Re: Chardan NexTech Acquisition 2 Corp.

July 13, 2021

Page 2 of 2

In response to the Staff’s comment, we have revised
in the Initial Business Combination and Risk Factors sections to clarify that the public stockholders will not be entitled to vote or
redeem their shares in connection with such extensions. We have revised to describe the loans from insiders or their affiliates in the
event of an extension under Certain Relationships and Related Party Transactions.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 521-4234.

    Sincerely,

    /s/ Jonas Grossman

    Jonas Grossman

    Chief Executive Officer

    Chardan NexTech Acquisition 2 Co.

cc: Ari Edelman, Esq.

United States securities and exchange commission logo
June 17, 2021
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan NexTech Acquisition 2 Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 4, 2021
File No. 333-254010
Dear Mr. Grossman:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so 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 our comment applies to your facts and
circumstances or do not believe 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 the comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1 filed June 4, 2021
Initial Business Combination
General, page 8
1.Please clarify here and in the risk factors section that the public stockholders will not be
entitled to vote or redeem their shares in connection with an extension from 18 months to
up to 24 months to complete the business combination, as referenced on page 23. Please
also describe the loans from insiders or their affiliates in the event of an extension under
Certain Relationships and Related Party Transactions. Alternatively, please explain to us
why such disclosure is not required.

 FirstName LastNameJonas  Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 June 17, 2021 Page 2
 FirstName LastName
Jonas  Grossman
Chardan NexTech Acquisition 2 Corp.
June 17, 2021
Page 2
            You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at 202-551-4530 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman, Esq.

CORRESP
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Chardan NexTech Acquisition 2 Corp.

17 State Street, 21st Floor

New York, NY 10004

VIA EDGAR

April 8, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Deanna Virginio

    Re:

    Chardan NexTech Acquisition 2 Corp.

    Registration Statement on Form S-1

    Filed March 8, 2021

Amendment No. 1 to Registration Statement on Form S-1

Filed March 10, 2021

File No. 333-254010

Dear Ms. Virginio:

Chardan NexTech Acquisition 2 Corp., a Delaware
corporation (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) dated April 1, 2021, regarding the Company’s Registration Statement on
Form S-1 submitted to the Commission on March 8, 2021 (the “Registration Statement”) and Amendment No. 1 to Registration
Statement on Form S-1 submitted to the Commission on March 10, 2021 (the “Amended Registration Statement”). For the
Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s
response. Concurrently with the transmission of this letter, we are publicly filing the Company’s Amendment No. 2 to Registration
Statement on Form S-1 with the Commission through EDGAR.

Registration Statement on Form S-1

Cover page

 1. We note your disclosure that there is no guarantee that
your securities will be approved for listing on Nasdaq. If the offering is not conditioned on the receipt of Nasdaq listing approval,
please revise the cover page to clearly state that fact.

In
response to the Staff’s comment, we have revised to remove the disclosure that there is no guarantee that the securities will be
approved for listing on Nasdaq.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Attn: Deanna Virginio

Re: Chardan NexTech Acquisition Corp.

April 8, 2021

Page 2 of 2

 2. Please revise to disclose that your sponsor and certain
officers and directors are affiliated with the representative of the underwriters and that you have engaged a “qualified independent
underwriter,” as referenced on page 146. In the next amendment to your registration statement, please identify the qualified independent
underwriter.

In
response to the Staff’s comment, we have revised the cover page to disclose that our sponsor and certain officers and directors
are affiliated with the representative of the underwriters and that we have engaged B. Riley Securities, Inc. to act as a “qualified
independent underwriter.”

Prospectus Summary

Our Management Team, page 3

 3. Please revise to disclose that Mr. Propper who will serve
as your Chairman, also serves as the Chairman of Chardan, as disclosed on page 104.

In
response to the Staff’s comment, we have revised to disclose that Mr. Propper, who will serve as our Chairman, also serves as the
Chairman of Chardan, as disclosed on page 104.

 4. We note that your sponsor will transfer up to 20,000 founder
shares to each of your independent directors or you will pay cash fees to such directors, at your discretion. Please revise to disclose
the factors that you will consider in determining whether directors will be compensated in founder shares or cash, and quantify such
cash fees.

Our
independent directors will not receive cash compensation for their service on the Company’s board of directors. We have revised
the disclosures regarding independent director compensation accordingly.

We thank the Staff for its review of the foregoing
and the Amended Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 521-4234.

    Sincerely,

    /s/ Jonas Grossman

    Jonas Grossman

    Chief Executive Officer

    Chardan NexTech Acquisition Co.

cc: Ari Edelman, Esq.

United States securities and exchange commission logo
April 1, 2021
Jonas Grossman
Chief Executive Officer
Chardan NexTech Acquisition 2 Corp.
17 State Street, 21st Floor
New York, NY 10004
Re:Chardan NexTech Acquisition 2 Corp.
Registration Statement on Form S-1
Filed March 8, 2021
Amendment No. 1 to Registration Statement on Form S-1
Filed March 10, 2021
File No. 333-254010
Dear Mr. Grossman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so 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 our comments apply to your facts and
circumstances or do not believe 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.
Registration Statement on Form S-1
Cover page
1.We note your disclosure that there is no guarantee that your securities will be approved for
listing on Nasdaq. If the offering is not conditioned on the receipt of Nasdaq listing
approval, please revise the cover page to clearly state that fact.
2.Please revise to disclose that your sponsor and certain officers and directors are affiliated
with the representative of the underwriters and that you have engaged a “qualified
independent underwriter,” as referenced on page 146. In the next amendment to your
registration statement, please identify the qualified independent underwriter.

 FirstName LastNameJonas  Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 April 1, 2021 Page 2
 FirstName LastNameJonas  Grossman
Chardan NexTech Acquisition 2 Corp.
April 1, 2021
Page 2
Prospectus Summary
Our Management Team, page 3
3.Please revise to disclose that Mr. Popper, who will serve as your Chairman, also serves as
the Chairman of Chardan, as disclosed on page 104.
Initial Business Combination, page 8
4.We note your disclosure on page 145 that you have engaged Chardan as an advisor in
connection with your business combination, pursuant to the Business Combination
Marketing Agreement, and that you will pay Chardan a cash fee for such services upon
the consummation of your initial business combination in an amount equal to 3.5% of the
gross proceeds of the offering. Under a separate heading, please disclose such fee and
whether the individuals who will perform the specified services on behalf of Chardan also
serve as your officers or directors.
5.We note your disclosure that your sponsor will transfer up to 20,000 founder shares to
each of your independent directors or you will pay cash fees to such directors, at your
discretion. Please revise to disclose the factors that you will consider in determining
whether directors will be compensated in founder shares or cash, and quantify such cash
fees.
Exclusive Forum for Certain Lawsuits, page 132
6.We note your disclosure that your exclusive forum provision will not apply to claims
arising under the federal securities laws, including the Securities Act as to which the Court
of Chancery and the federal district court for the District of Delaware shall concurrently
be the sole and exclusive forums. However, on page 59 you state that the federal district
courts of the United States of America shall, to the fullest extent permitted by law, be the
exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act. Please revise to clarify this inconsistency. Additionally, please
revise the risk factor on page 55 to disclose that there is also a risk that your exclusive
forum provision in your warrant agreement may result in increased costs for investors to
bring a claim.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJonas  Grossman
 Comapany NameChardan NexTech Acquisition 2 Corp.
 April 1, 2021 Page 3
 FirstName LastName
Jonas  Grossman
Chardan NexTech Acquisition 2 Corp.
April 1, 2021
Page 3
             You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at 202-551-4530 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman, Esq.