Statement of Ownership (sc 13g)
29 Julho 2021 - 4:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
Chardan
Healthcare Acquisition 2 Corp.
|
(Name
of Issuer)
|
Common
stock, par value $0.0001 per share
|
(Title
of Class of Securities)
|
July
22, 2021
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
RTW
Investments, LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,387,540*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,387,540*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,540*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.87%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN,
OO, IA
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
RTW
Master Fund, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
889,678*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
889,678*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,678*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.25%*
|
12.
|
TYPE
OF REPORTING PERSON
(SEE
INSTRUCTIONS)
CO
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
Roderick
Wong
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,387,540*
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
1,387,540*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,540*
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.87%*
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
Item
1.
|
(a).
|
Name
of Issuer:
Chardan
Healthcare Acquisition 2 Corp.
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
17
State Street
21st
Floor
New
York, NY 10004
|
|
|
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
RTW
Investments, LP
|
|
|
RTW
Master Fund, Ltd.
|
|
|
Roderick
Wong
|
|
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
RTW
Investments, LP
|
|
|
40
10th Avenue
|
|
|
Floor
7
|
|
|
New
York, New York 10014
|
|
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
c/o
Intertrust Corporate Services (Cayman) Limited
|
|
|
190
Elgin Avenue, George Town
|
|
|
Grand
Cayman KY1-9001, Cayman Islands
|
|
|
|
|
|
Roderick
Wong
|
|
|
c/o
RTW Investments, LP
|
|
|
40
10th Avenue
|
|
|
Floor
7
|
|
|
New
York, New York 10014
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
RTW
Investments, LP – Delaware
|
|
|
RTW
Master Fund, Ltd. – Cayman Islands
|
|
|
Roderick
Wong – United States of America
|
|
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
Common
stock, par value $0.0001 per share
|
|
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
15957T107
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
|
|
N/A
|
|
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
|
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
RTW
Investments, LP – 1,387,540*
|
|
|
RTW
Master Fund, Ltd. – 889,678*
|
|
|
Roderick
Wong – 1,387,540*
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
RTW
Investments, LP – 12.87%*
|
|
|
RTW
Master Fund, Ltd. – 8.25%*
|
|
|
Roderick
Wong – 12.87%*
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
RTW
Investments, LP – 1,387,540*
|
|
|
RTW
Master Fund, Ltd. – 889,678*
|
|
|
Roderick
Wong – 1,387,540*
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
RTW
Investments, LP – 0
|
|
|
RTW
Master Fund, Ltd. – 0
|
|
|
Roderick
Wong – 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
RTW
Investments, LP – 1,387,540*
|
|
|
RTW
Master Fund, Ltd. – 889,678*
|
|
|
Roderick
Wong – 1,387,540*
|
*
The common stock, par value $0.0001 per share (the “Shares”), of Chardan Healthcare Acquisition 2 Corp., a blank check company
incorporated in the State of Delaware (the “Issuer”), reported herein are held in the form of Shares and units (“Units”)
by RTW Master Fund, Ltd. and one or more private funds (together the “Funds”) managed by RTW Investments, LP (the “Adviser”).
Each Unit consists of one Share, and one warrant. Each warrant entitles the holder thereof to purchase one-half (1/2) Share. Each warrant
will become exercisable on the later of one year after the closing of the offering described in the Issuer’s prospectus filed with
the SEC on April 28, 2020, or the consummation of an initial business combination, and will expire five years after the completion of
an initial business combination, or earlier upon redemption. In accordance with Rule 13d-3(d)(1) regarding securities which represent
a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) Share.
The
Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all
Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate
of 1,387,540 Shares, consisting of Shares and Units, or 12.87% of the Issuer’s 10,778,305 Shares that were
issued and outstanding as of May 24, 2021, as disclosed in the Issuer’s Form 10-Q which was filed with the SEC on May 25, 2021.
Roderick Wong is the Managing Partner of the Adviser.
On March 24, 2021 (the “Reference Date”),
the Funds purchased Shares resulting in a percentage of beneficial ownership of the Reporting Persons in the Issuer of greater than 10.00%,
which was 10.62%, based upon 10,778,305 shares of common stock of the Issuer outstanding as of March 3, 2021 (according to the Issuer’s
Form 10-K filed with the SEC on March 4, 2021). The Reporting Persons did not timely report these purchases due to an administrative
oversight associated with the order management system employed by the Adviser in accurately identifying and recording all elements of
this coupled security (shares and warrants), which the Adviser did not discover until after July 22, 2021. Once the Adviser discovered
this oversight, it modified its processes to rectify it and to avoid similar occurrences in the future. Following the Reference Date,
the Funds purchased an aggregate of 243,344 additional Shares, and none of the Funds nor any Reporting Person sold any Shares.
This
report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting
persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary
interest therein.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
|
|
|
|
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
|
|
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
|
|
N/A
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
|
|
|
|
N/A
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
N/A
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5.
|
|
|
|
N/A
|
|
|
Item
10.
|
Certification.
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
July 29, 2021
|
|
|
|
RTW
Investments, LP
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Managing Partner
|
|
|
|
|
RTW
Master Fund, Ltd.
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Director
|
|
|
|
|
Roderick
Wong
|
|
|
|
|
By:
|
/s/
Roderick Wong
|
|
|
Roderick
Wong, Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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