DFLI / Dragonfly Energy Holdings Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Comm

Dragonfly Energy Reports Second Quarter 2025 Results Second Quarter Net Sales and Adjusted EBITDA Above Guidance Driven by 51% OEM Growth Preferred Stock Exchange and Public Offering Strengthen Financial Position Guides to Third Quarter Net Sales of

Exhibit 99.1 Dragonfly Energy Reports Second Quarter 2025 Results Second Quarter Net Sales and Adjusted EBITDA Above Guidance Driven by 51% OEM Growth Preferred Stock Exchange and Public Offering Strengthen Financial Position Guides to Third Quarter Net Sales of Approximately $15.9 Million Second Quarter 2025 Financial Highlights (All comparisons made are against the prior-year period) ● Net sales

Dragonfly Energy Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

Exhibit 99.1 Dragonfly Energy Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants RENO, Nev. (July 29, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced that it has commenced an underwritten public offering of shares of its common stock and, in lieu of com

21,980,000 Shares of Common Stock Dragonfly Energy Holdings Corp.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275559 PROSPECTUS SUPPLEMENT (To Prospectus dated November 24, 2023) 21,980,000 Shares of Common Stock Dragonfly Energy Holdings Corp. We are offering 21,980,000 shares of our common stock at a public offering price of $0.25 per share. Our common stock is listed on the Nasdaq Capital Market under the symbol “DFLI” and our public warrants (the “

Regulation FD Disclosure, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

Underwriting Agreement, dated July 30, 2025, by and between Dragonfly Energy Holdings Corp. and Canaccord Genuity LLC

Exhibit 1.1 Dragonfly Energy Holdings Corp. 21,980,000 Shares of Common Stock Underwriting Agreement New York, New York July 30, 2025 Canaccord Genuity LLC As Representative of the Several Underwriters 1 Post Office Square, 30th Floor Boston, MA 02109 Ladies and Gentlemen: Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), proposes to sell to the several underwriters named in S

Dragonfly Energy Announces Pricing of $5.5 Million Public Offering of Common Stock

Exhibit 99.2 Dragonfly Energy Announces Pricing of $5.5 Million Public Offering of Common Stock RENO, Nev. (July 30, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced the pricing of an underwritten public offering of 21,980,000 shares of common stock at a price to the public of

Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock Shares of Common Stock Underlying the Pre-Funded Warrants Dragonfly Energy Holdings Corp.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-275559 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

Dragonfly Energy Announces Second Quarter 2025 Select Preliminary Results Above Guidance Strong Preliminary Second Quarter Net Sales Growth of 23% Year over Year

Exhibit 99.1 Dragonfly Energy Announces Second Quarter 2025 Select Preliminary Results Above Guidance Strong Preliminary Second Quarter Net Sales Growth of 23% Year over Year RENO, Nev. (July 29, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced preliminary second quarter 2025 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

Form of Settlement and Mutual Release Agreement, dated July 20, 2025, by and between the Company and the investor party thereto.

Exhibit 10.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of July 20, 2025, is made and entered into by and among the following parties (collectively, the “Parties”, and each, individually, a “Party”): (i) Dragonfly Energy Holdings Corp., a Nevada Corporation (the “Company”); and (ii) [ ] (the “Investor”). RECITALS WHEREAS, the C

Dragonfly Energy Announces Exchange of Remaining Outstanding Shares of Series A Convertible Preferred Stock Strategic Move Eliminates Associated Common Stock Issuance and Dividend Obligations, Enhancing Financial Flexibility

Exhibit 99.1 Dragonfly Energy Announces Exchange of Remaining Outstanding Shares of Series A Convertible Preferred Stock Strategic Move Eliminates Associated Common Stock Issuance and Dividend Obligations, Enhancing Financial Flexibility RENO, Nev. (July 21, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and batter

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Dragonfly Energy Reports First Quarter 2025 Results First Quarter Net Sales and Adjusted EBITDA Above Guidance OEM Net Sales Increased 11% Year-Over-Year Corporate Optimization Program Enhances Operational Efficiencies Guides to Second Quarter Net Sa

Exhibit 99.1 Dragonfly Energy Reports First Quarter 2025 Results First Quarter Net Sales and Adjusted EBITDA Above Guidance OEM Net Sales Increased 11% Year-Over-Year Corporate Optimization Program Enhances Operational Efficiencies Guides to Second Quarter Net Sales of Approximately $14.8 Million First Quarter 2025 Financial Highlights (All comparisons made are against the prior-year period) ● Net

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commissi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated April 25, 2025.

Exhibit 3.1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Dragonfly Energy Announces First Quarter 2025 Preliminary Net Sales and Adjusted EBITDA Preliminary First Quarter Net Sales and Adjusted EBITDA Above Guidance

Exhibit 99.1 Dragonfly Energy Announces First Quarter 2025 Preliminary Net Sales and Adjusted EBITDA Preliminary First Quarter Net Sales and Adjusted EBITDA Above Guidance RENO, Nev. (April 23, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and battery technology, today announced preliminary first quarter 2025 Net

36,901,132 Shares of Common Stock

Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-286406 36,901,132 Shares of Common Stock This prospectus relates to the resale or other disposition by the selling stockholder identified herein (the “Selling Stockholder”) of up to 36,901,132 shares of common stock, par value $0.0001 per share, of Dragonfly Energy Holdings Corp. (the “Company,” “we,” “our” or “us”) issuable upon the

Dragonfly Energy Holdings Corp. 12915 Old Virginia Road Reno, Nevada 89521

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Dragonfly Energy Holdings Corp.

As filed with the Securities and Exchange Commission on April 4, 2025

As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 4, 2025

As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Dragonfly Energy Holdings Corp.

Exhibit 4.18

Exhibit 4.18 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. It is subject to and qualified in its entirety by reference to our articles of incorporation (“Charter”), Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock (the “Certificate of Designation”) and bylaws (“Bylaws”), which are included a

Insider Trading Policy.

Exhibit 19.1 DRAGONFLY ENERGY HOLDINGS CORP. INSIDER TRADING POLICY INTRODUCTION As a public company, one of our important ethical duties is to protect and properly use nonpublic information acquired during our service with Dragonfly Energy Holdings Corp. Dragonfly. (together with its subsidiaries, “Dragonfly” or the “Company”). This Insider Trading Policy (the “Policy”) provides detailed informat

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES OF DRAGONFLY ENERGY HOLDINGS CORP. Name Jurisdiction of Incorporation or Organization Dragonfly Energy Corp. Nevada Dragonfly CellTech Inc. Ontario, Canada Battle Born Battery Products, LLC Nevada

Revised Director Compensation Policy.

Exhibit 10.19 Dragonfly Energy Holdings Corp. Revised Director Compensation Policy (“Policy”) Statement of Purpose Dragonfly Energy Holdings Corp. (“Dragonfly” or the “Company”) believes in paying fair compensation for work performed, at every level of Dragonfly, including Dragonfly’s Board of Directors (the “Board”). Policy Statement Directors of Dragonfly who are not employed (“non-employee dire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40730 DRAGONFLY ENERG

Results of Operations and Financial Condition, Changes in Registrant's Certifying Accountant, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Letter dated March 24, 2025 from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 March 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Dragonfly Energy Holdings Corp. under Item 4.01 of its Form 8-K dated March 24, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Dragonfly Energy Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Dragonfly Energy Reports Fourth Quarter and Full Year 2024 Results Fourth Quarter Revenue Growth of 17% Led by Significant OEM Growth Debt Restructuring and Concurrent Capital Raise Enhance Financial Position and Liquidity Initiates Corporate Optimiz

Exhibit 99.1 Dragonfly Energy Reports Fourth Quarter and Full Year 2024 Results Fourth Quarter Revenue Growth of 17% Led by Significant OEM Growth Debt Restructuring and Concurrent Capital Raise Enhance Financial Position and Liquidity Initiates Corporate Optimization Program Guides to First Quarter 2025 Net Sales of Approximately $13.3 Million Targets Positive Adjusted EBITDA in Fourth Quarter 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

Dragonfly Energy Launches Battle Born® DualFlow Power Pack to Cut Fuel Costs and Extend Battery Life for Long Haul Trucks

Exhibit 99.1 Dragonfly Energy Launches Battle Born® DualFlow Power Pack to Cut Fuel Costs and Extend Battery Life for Long Haul Trucks ● Dragonfly Energy launches the Battle Born® DualFlow Power Pack, a lithium power solution that eliminates idling, cuts fuel costs, and extends starter battery life for heavy-duty trucking. ● With a low price point and fast return on investment, it offers fleets an

Form of February 2025 Penny Warrant.

Exhibit 4.2 PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY O

Form of Private Placement Warrant.

Exhibit 4.1 [FORM OF INCREMENTAL WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIV

Dragonfly Energy Announces Corporate Debt Restructuring and Capital Raise Debt Restructuring with Maturity Extension and Covenant Waiver Concurrent $3.5 Million Capital Raise With Second Contingent Tranche of $4.5 Million Transactions Significantly I

Exhibit 99.1 Dragonfly Energy Announces Corporate Debt Restructuring and Capital Raise Debt Restructuring with Maturity Extension and Covenant Waiver Concurrent $3.5 Million Capital Raise With Second Contingent Tranche of $4.5 Million Transactions Significantly Increase Financial Flexibility and Liquidity RENO, Nev. (Feb. 27, 2025) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Comp

Fifth Amendment to Term Loan, Guarantee and Security Agreement, dated as of February 26, 2025, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.4 FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT AND LIMITED WAIVER AND AMENDMENT OF WARRANT TERMS This FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”) is made as of February 26, 2025, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), BATTLE BORN BAT

Form of Registration Rights Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the investor listed on the Schedule of Buyers thereto.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2025, is by and among Dragonfly Energy Holdings Corp., a Nevada corporation with offices located 2915 Old Virginia Road, Reno, Nevada 89521 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securit

DRAGONFLY ENERGY HOLDINGS CORP. Up to 2,390,226 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267983 Prospectus Supplement No. 3 Dated February 27, 2025 (To Prospectus Dated May 21, 2024) DRAGONFLY ENERGY HOLDINGS CORP. Up to 2,390,226 Shares of Common Stock This Prospectus Supplement No. 3 supplements the prospectus of Dragonfly Energy Holdings Corp. (the “Company”, “we”, “us”, or “our”) dated May 21, 2024 (as supplemented to date, the

Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series A Convertible Preferred Stock of Dragonfly Energy Holdings Corp.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF DRAGONFLY ENERGY HOLDINGS CORP. I, Denis Phares, hereby certify that I am the President and Chief Executive Officer of Dragonfly Energy Holdings Corp. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (“NRS”), and further do hereby certify: That pursuant

180 Shares of Series A Convertible Preferred Stock Up to 1,800,000 Shares of Common Stock underlying 180 Shares of Series A Convertible Preferred Stock

PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 24, 2023) Filed Pursuant to Rule 424(b)(5) Registration No.

Support Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the stockholder signatory thereto.

Exhibit 10.3 SUPPORT AGREEMENT SUPPORT AGREEMENT, dated as of February 26, 2025 (this “Agreement”), by and between Dragonfly Energy Holdings Corp., a Nevada corporation with offices located at 12915 Old Virginia Road, Reno, Nevada 89521 (the “Company”) and the Shareholders identified on the signature pages hereto (each, a “Shareholder” and together, the “Shareholders”). WHEREAS, the Company and ce

Form of Securities Purchase Agreement, dated February 26, 2025, by and between Dragonfly Energy Holdings Corp. and the investor listed on the Schedule of Buyers thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2025, is by and among Dragonfly Energy Holdings Corp., a Nevada corporation with offices located at 12915 Old Virginia Road, Reno, Nevada 89521 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2025 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Com

Employment Agreement by and between Vickram Singh and Dragonfly Energy Holdings Corp, dated February 1, 2025.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of February 1, 2025, by and between Vickram Singh (the “Executive”) and Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by

As filed with the Securities and Exchange Commission on February 3, 2025

As filed with the Securities and Exchange Commission on February 3, 2025 Registration No.

Filing Fee Exhibit.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Dragonfly Energy Holdings Corp.

Support Agreement, dated as of December 31, 2024, by and among Dragonfly Energy Holdings Corp. and the shareholder identified on the signature pages thereto.

Exhibit 10.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 31, 2024, is made by and among Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of voting capital stock (the “Shares”) of the Company. WHEREAS, the Company as the guarantor, Dragonfly Energy Corp., a Nevada corporation and wholly-

Form of December 2024 Penny Warrant.

Exhibit 4.1 PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRπATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Limited Waiver and Fourth Amendment to Term Loan, Guarantee and Security Agreement, dated as of December 31, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., Battle Born Battery Products, LLC, the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 LIMITED WAIVER AND FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT AND TEMPORARY, LIMITED SUSPENSION AND WAIVER OF WARRANT TERMS This LIMITED WAIVER AND FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT AND TEMPORARY, LIMITED SUSPENSION AND WAIVER OF WARRANT TERMS (this “Amendment”) is made as of December 31, 2024, by and among DRAGONFLY ENERGY CORP. (“Bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or Other Jurisdiction of Incorporation) (Co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or Other Jurisdiction of Incorporation) (Com

Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., as filed with the Secretary of State of the State of Nevada, dated November 19, 2024.

Exhibit 3.1

DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 267983 Prospectus Supplement No. 2 Dated November 22, 2024 (To Prospectus Dated May 21, 2024) DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock This Prospectus Supplement No. 2 supplements the prospectus of Dragonfly Energy Holdings Corp. (the “Company”, “we”, “us”, or “our”) dated May 21, 2024 (as supplemented to date, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

US1595611179 / CHARDAN NEXTECH ACQUISITION 2 CORP WT EXPIRATION: 04/01/27 / Phares Denis Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 DRAGONFLY ENERGY HOLDINGS CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26145B 106 (CUSIP Number) Denis Phares Dragonfly Energy Holdings Corp. 1190 Trademark Dr. #108 Reno, Nevada

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Dragonfly Energy Reports Third Quarter 2024 Financial and Operational Results

Exhibit 99.1 Dragonfly Energy Reports Third Quarter 2024 Financial and Operational Results RENO, NEVADA (November 14, 2024) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), maker of Battle Born Batteries® and an industry leader in energy storage, today reported its financial and operational results for the third quarter ended September 30, 2024. Third Quarter

Investor Presentation.

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY EN

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Limited Waiver and Third Amendment to Term Loan, Guarantee and Security Agreement, dated as of September 30, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 LIMITED WAIVER AND THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This LIMITED WAIVER AND THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”) is made as of September 30, 2024, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), BATTLE BORN BATTERY PRODUC

Form of September 2024 Penny Warrant.

EXHIBIT 4.1 PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRπATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 DRAGONFLY ENER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (C

Investor Presentation.

Exhibit 99.2

Dragonfly Energy Reports Second Quarter 2024 Financial and Operational Results

Exhibit 99.1 Dragonfly Energy Reports Second Quarter 2024 Financial and Operational Results ● Dragonfly Energy entered into a $30 million licensing agreement with Stryten Energy, a leading North American battery manufacturer, to allow for expansion of Battle Born Batteries® products into new markets ● The Company announced progress in bringing its lithium battery technology to the trucking sector,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Comm

Trademark License Agreement, by and among Dragonfly Energy Corp., Battle Born Battery Products, LLC, and Stryten Energy LLC, dated as of July 29, 2024.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Trademark License Agreement This Trademark License Agreement (“Agreement”), dated as of July 29, 2024 (the “Effective Date”), is by and between Battle Born

Limited Waiver, Consent and Second Amendment to Term Loan, Guarantee and Security Agreement, dated as of July 29, 2024, by and among Dragonfly Energy Corp., Dragonfly Energy Holdings Corp., Battle Born Battery Products, LLC, the lenders from time-to-time party thereto and Alter Domus (US) LLC.

Exhibit 10.3 LIMITED WAIVER, CONSENT AND SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This LIMITED WAIVER, CONSENT AND SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”) is made as of July 29, 2024, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), Battle Born

Trademark Transfer and License-Back Agreement, by and between Dragonfly Energy Corp. and Battle Born Battery Products, LLC, dated as of July 29, 2024.

Exhibit 10.2 Trademark Transfer and License-Back Agreement This Trademark Transfer and License-Back Agreement (this “Agreement”), effective as of the date of last signature below (the “Effective Date”), is by and between Dragonfly Energy Corp., a Nevada Corporation (“Dragonfly Energy”), and Battle Born Battery Products, LLC, a Nevada limited liability company (“Battle Born Battery Products”). Drag

Dragonfly Energy Enters into $30M Licensing Agreement for Battle Born Batteries Brand with Stryten Energy, a Leading North American Battery Manufacturer Agreement to allow for expansion of Battle Born Batteries® products into new markets

Exhibit 99.1 Dragonfly Energy Enters into $30M Licensing Agreement for Battle Born Batteries Brand with Stryten Energy, a Leading North American Battery Manufacturer Agreement to allow for expansion of Battle Born Batteries® products into new markets ● Dragonfly Energy signs a $30 million agreement to license its popular lithium-ion battery brand, Battle Born Batteries®, to Stryten Energy for dist

Joinder Agreement, by Battle Born Battery Products, LLC and acknowledged by Dragonfly Energy Corp., and Dragonfly Energy Holdings Corp., dated as of July 29, 2024.

Exhibit 10.4 JOINDER AGREEMENT July 29, 2024 THIS JOINDER AGREEMENT (this “Joinder”), dated as of the date hereof, is executed by BATTLE BORN BATTERY PRODUCTS, LLC, a Delaware limited liability company (“New Credit Party”) in favor of Agent for the benefit of the Lenders described below. All capitalized terms used and not defined herein have the meanings herein as set forth in the Loan Agreement (

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 267983 Prospectus Supplement No. 1 Dated July 30, 2024 (To Prospectus Dated May 21, 2024) DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock This Prospectus Supplement No. 1 supplements the prospectus of Dragonfly Energy Holdings Corp. (the “Company”, “we”, “us”, or “our”) dated May 21, 2024 (as supplemented to date, the “

11,131,900 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272401 PROSPECTUS 11,131,900 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrants This prospectus relates to the issuance by us of up to 11,131,900 shares of our common stock, $0.0001 par value per share (the “Common Stock”), that may be issued from time to time upon the exercise of warrants (the “Warrants”) previously is

July 5, 2024

July 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Limited Waiver and First Amendment to Term Loan, Guarantee and Security Agreement, dated as of June 28, 2024, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 LIMITED WAIVER AND FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT This LIMITED WAIVER AND FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”) is made as of June 28, 2024, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (t

Form of June 2024 Penny Warrant.

Exhibit 4.1 PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Dragonfly Energy Holdings Corp.

As filed with the Securities and Exchange Commission on June 13, 2024

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commis

DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267983 PROSPECTUS DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock This prospectus relates to the potential offer and resale, from time to time, of up to 21,512,027 shares of our common stock, par value $0.0001 per share (“common stock”), by the selling stockholder, Chardan Capital Markets LLC (“CCM” or the “selling stock

As filed with the Securities and Exchange Commission on May 20, 2024

As filed with the Securities and Exchange Commission on May 20, 2024 Registration No.

Amended and Restated ChEF Purchase Agreement, by and between Chardan Capital Markets LLC and Dragonfly Energy Holdings Corp., dated May 20, 2024.

Exhibit 10.1 AMENDED AND RESTATED ChEF PURCHASE AGREEMENT This AMENDED AND RESTATED ChEF PURCHASE AGREEMENT is made and entered into as of May 20, 2024 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”). RECITALS WHEREAS, on October

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 DRAGONFLY ENERGY HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

Form of May 2024 Penny Warrant.

Exhibit 4.3 PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY ENERGY

Limited Waiver, dated as of May 13, 2024, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 LIMITED WAIVER This LIMITED WAIVER (this “Waiver”) is made as of May 13, 2024, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (the “Required Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as hereinafter defined) (in

Dragonfly Energy Reports First Quarter 2024 Financial and Operational Results

Exhibit 99.1 Dragonfly Energy Reports First Quarter 2024 Financial and Operational Results ● Dragonfly Energy has continued its expansion into the trucking industry, taking new orders for both its Battle Born® All-Electric APUs and Battle Born® Liftgate Power Systems from fleet operators since the beginning of 2024. ● The Company is announcing certification of its energy storage products for use i

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

Investor Presentation

Exhibit 99.2

Investor Presentation

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 DRAGONFLY ENERGY HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40730 DRAGONFLY ENERG

Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Tyler Bourns.

Exhibit 10.47 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment to the First Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 12, 2024 (the “Effective Date”), by and between Dragonfly Energy Holdings Corp. (the “Company”), and Tyler Bourns, an individual (such individual, the “Employee” and such Agreement, the “Amendment”). The Company and the

Fernley Lease, dated April 12, 2024, by and between Dragonfly Energy Corp., Cottonmill Properties, LLC, and Marlene Thier.

Exhibit 10.44 INDUSTRIAL SPACE LEASE COTTONMILL PROPERTIES, LLC, a California limited liability company and MARLENE THIER, as trustee of the Thier Family Trust, as tenants in common, collectively, Landlord and DRAGONFLY ENERGY CORP., a Nevada corporation, Tenant 2275 East Newlands Road, Fernley, Nevada April 12, 2024 INDUSTRIAL SPACE LEASE THIS LEASE (“Lease”), dated April 12, 2024, is made by and

Employment Agreement, dated as of November 7, 2022, by and between Dragonfly Energy Holdings Corp. and Tyler Bourns.

Exhibit 10.43 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of November 7, 2022, by and between Tyler Bourns (the “Executive”) and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed

Dragonfly Energy Holdings Corp. Compensation Recovery Policy.

Exhibit 97.1 DRAGONFLY ENERGY HOLDINGS CORP COMPENSATION RECOVERY POLICY 1. Purpose Dragonfly Energy Holdings Corp. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compensation Recovery Policy (this

Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Denis Phares.

Exhibit 10.45 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment to the First Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 12, 2024 (the “Effective Date”), by and between Dragonfly Energy Holdings Corp. (the “Company”), and Denis Phares, an individual (such individual, the “Employee” and such Agreement, the “Amendment”). The Company and the

Employment Agreement, dated as of November 7, 2022, by and between Dragonfly Energy Holdings Corp. and Wade Seaburg.

Exhibit 10.42 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of November 7, 2022, by and between Wade Seaburg (the “Executive”) and Dragonfly Energy Holdings Corp., a Nevada corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by

Amendment No. 1 to Employment Agreement, effective as of April 12, 2024, by and between Dragonfly Energy Holdings Corp. and Wade Seaburg.

Exhibit 10.46 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment to the First Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 12, 2024 (the “Effective Date”), by and between Dragonfly Energy Holdings Corp. (the “Company”), and Wade Seaburg, an individual (such individual, the “Employee” and such Agreement, the “Amendment”). The Company and the

Exhibit 4.10

Exhibit 4.10 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. It is subject to and qualified in its entirety by reference to our articles of incorporation (“Charter”) and bylaws (“Bylaws”), which are included as exhibits to our annual report, of which this exhibit is a part. We encourage you to read our Charter, our Bylaws and the applic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Dragonfly Energy Reports Fourth Quarter 2023 and Full Year Financial Results

Exhibit 99.1 Dragonfly Energy Reports Fourth Quarter 2023 and Full Year Financial Results ● Successful diversification of revenue underway, with launch in Q4 2023 of all-electric auxiliary power units (“APU”) to the trucking industry; Enables compliance with increasing anti-idling regulations, reduction in fuel costs, increased uptime and payloads, and the reduction of harmful emissions ● In Q4 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Com

Form of January Note.

Exhibit 4.1 THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SAT

Form of February Note.

         Exhibit 4.1 THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF CO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

DFLI / Dragonfly Energy Holdings Corp. / Phares Denis Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 DRAGONFLY ENERGY HOLDINGS CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26145B 106 (CUSIP Number) Denis Phares Dragonfly Energy Holdings Corp. 1190 Trademark Dr. #108 Reno, Nevada

Limited Waiver, dated as of December 29, 2023, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 LIMITED WAIVER This LIMITED WAIVER (this “Waiver”) is made as of December 29, 2023, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (the “Required Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as hereinafter defined)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Form of December 2023 Lender Penny Warrant.

Exhibit 4.1 FORM OF PENNY WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE SURRENDERED TO THE C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Certificate of Amendment to the Articles of Incorporation of Dragonfly Energy Holdings Corp., dated November 29, 2023.

Exhibit 3.1 Exhibit A DRAGONFLY ENERGY HOLDINGS CORP. Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by cl

Dragonfly Energy Holdings Corp. Common Stock Preferred Stock Debt Securities Subscription Rights

Filed Pursuant to Rule 424(b)(2) File No. 333-275559 PROSPECTUS Dragonfly Energy Holdings Corp. $150,000,000 Common Stock Preferred Stock Warrants Debt Securities Subscription Rights Units We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Letter dated November 21, 2023 from BDO USA, P.C. to the Securities Exchange Commission.

Exhibit 16.1 November 21, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 15, 2023, to be filed by our former client, Dragonfly Energy Holdings Corp. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

November 21, 2023

November 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Subordinated Note (included in Exhibit 4.6).*

Exhibit 4.6 DRAGONFLY ENERGY HOLDINGS CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between DRAGONFLY ENERGY HOLDINGS CORP., and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310

Filing Fee table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Dragonfly Energy Holdings Corp.

Form of Senior Note (included in Exhibit 4.5).*

Exhibit 4.5 DRAGONFLY ENERGY HOLDINGS CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between DRAGONFLY ENERGY HOLDINGS CORP. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.0

As filed with the Securities and Exchange Commission on November 14, 2023

As filed with the Securities and Exchange Commission on November 14, 2023  Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-40730 DRAGONFLY EN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Co

Dragonfly Energy Reports Third Quarter 2023 Financial and Operational Results

Exhibit 99.1 Dragonfly Energy Reports Third Quarter 2023 Financial and Operational Results ● Achieved successful deposition of cathode electrodes, and double-sided dry deposition of both anode and cathode electrodes, at scale, using the Company’s patented dry electrode battery manufacturing process ● Dragonfly Energy remains on track to achieve delivery of sample domestic battery cells, across a v

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) File No. 333-267983 PROSPECTUS DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock This prospectus relates to the potential offer and resale, from time to time, of up to 21,512,027 shares of our common stock, par value $0.0001 per share (“common stock”), by the selling stockholder, Chardan Capital Markets LLC (“CCM” or the “selling stockholder”)

As filed with the Securities and Exchange Commission on September 25, 2023

As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.

Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Dragonfly Energy Holdings Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share Proposed maximum aggregate offering price Fee Rate Amount of registr

As filed with the Securities and Exchange Commission on August 30, 2023

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

As filed with the Securities and Exchange Commission on August 30, 2023

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 DRAGONFLY ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Comm

Dragonfly Energy Reports Second Quarter 2023 Financial Results U.S. lithium battery cell pilot program complete; full cell production expected by year end

Exhibit 99.1 Dragonfly Energy Reports Second Quarter 2023 Financial Results U.S. lithium battery cell pilot program complete; full cell production expected by year end RENO, NEVADA (August 21, 2023) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today reported its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40730 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) File No.: 333-268185 Prospectus Supplement No. 3 Dated August 1, 2023 (To Prospectus Dated May 4, 2023) DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants This Prospectus Supplement No. 3 supplements the prospectus of Dragonfly Energy Holdings

10,000,000 Shares of Common Stock Warrants to Purchase up to 10,000,0000 Shares of Common Stock 10,000,000 Shares of Common Stock underlying the Warrants

Filed Pursuant to Rule 424(b)(4) Registration No. 333-272401 Prospectus 10,000,000 Shares of Common Stock Warrants to Purchase up to 10,000,0000 Shares of Common Stock 10,000,000 Shares of Common Stock underlying the Warrants We are offering 10,000,0000 shares of our common stock and warrants to purchase up to an aggregate of 10,000,000 shares of our common stock, which we refer to as “investor wa

Form of Investor Warrant.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT dragonfly energy holdings corp. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Init

Dragonfly Energy Announces Pricing of $20.0 Million Underwritten Public Offering

Exhibit 99.1 Dragonfly Energy Announces Pricing of $20.0 Million Underwritten Public Offering RENO, NEVADA – June 20, 2023 - Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) (“Dragonfly Energy” or the “Company”), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today announced the pricing of an underwritten public offering of 10,000,000 shares of common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 20, 2023 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 20, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact Name of Registrant as Specified in Charter) Nevada 001-40730 85-1873463 (State or Other Jurisdiction (Commission (IRS Employer of

Roth Capital Partners, LLC

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.

Roth Capital Partners, LLC

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.

June 16, 2023

June 16, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 16, 2023

June 16, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 14, 2023

June 14, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Underwriting Agreement.

Exhibit 1.1 DRAGONFLY ENERGY HOLDINGS CORP. [●] Shares of Common Stock (par value $0.0001 per share) Warrants to Purchase [●] Shares of Common Stock Underwriting Agreement June [●], 2023 Roth Capital Partners, LLC As Representative of the several Underwriters listed in Schedule A hereto c/o Roth Capital Partners, LLC 888 San Clemente Drive Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Dr

Form of Underwriters’ Warrant.

Exhibit 4.8 Form of Underwriter’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY

Filing Fee Exhibit.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Dragonfly Energy Holdings Corp.

As filed with the Securities and Exchange Commission on June 14, 2023

As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

Filing Fee Exhibit.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Dragonfly Energy Holdings Corp.

As filed with the Securities and Exchange Commission on June 13, 2023

As filed with the Securities and Exchange Commission on June 13, 2023 Registration No.

Form of Investor Warrant.

Exhibit 4.9 COMMON STOCK PURCHASE WARRANT dragonfly energy holdings corp. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Init

Roth Capital Partners, LLC

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.

As filed with the Securities and Exchange Commission on June 9, 2023

As filed with the Securities and Exchange Commission on June 9, 2023 Registration No.

Filing Fee Exhibit.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Dragonfly Energy Holdings Corp.

Power of Attorney (included on the signature page to the prospectus which forms part of this registration statement).

As filed with the Securities and Exchange Commission on June 2, 2023 Registration No.

DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) File No.: 333-268185 Prospectus Supplement No. 2 Dated June 1, 2023 (To Prospectus Dated May 4, 2023) DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants This Prospectus Supplement No. 2 supplements the prospectus of Dragonfly Energy Holdings C

DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) File No.: 333-268185 Prospectus Supplement No. 1 Dated May 17, 2023 (To Prospectus Dated May 4, 2023) DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants This Prospectus Supplement No. 1 supplements the prospectus of Dragonfly Energy Holdings C

Dragonfly Energy Reports First Quarter 2023 Financial Results First Quarter 2023 Revenue Grew 2.7% Year-over-Year to $18.8 million

Exhibit 99.1 Dragonfly Energy Reports First Quarter 2023 Financial Results First Quarter 2023 Revenue Grew 2.7% Year-over-Year to $18.8 million RENO, NEVADA (May 15, 2023) — Dragonfly Energy Holdings Corp. (“Dragonfly Energy” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today reported its financial and operational

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 DRAGONFLY ENERGY HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40730 DRAGONFLY ENERGY H

US26145B1061 / DRAGONFLY ENERGY HOLDINGS CORP / Chardan NexTech Investments 2 LLC - SCHEDULE 13D, AMENDMENT NO. 2 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Dragonfly Energy Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26145B 106 (CUSIP Number) Jeffrey A. Brill Peter D. Serating Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001

DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) File No. 333-268185 PROSPECTUS DRAGONFLY ENERGY HOLDINGS CORP. 35,161,573 Shares of Common Stock 12,266,971 Warrants to Purchase Shares of Common Stock 12,266,971 Shares of Common Stock Underlying Warrants This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the “selling securityholders”) of up t

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ed For the transition period from Commission file number 001-40

Employment Agreement, dated as of October 11, 2022, by and between Dragonfly Energy Holdings Corp. and Nicole Harvey.

Exhibit 10.1

Assignment and Assumption Agreement, dated January 1, 2022, by and between Dragonfly Energy Corp. and Bourns Productions, Inc.

Exhibit 10.31 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the “Agreement”), effective as of January 1, 2022 (the “Effective Date”), is by and between Bourns Productions, Inc., a Nevada corporation (“Seller”), and Dragonfly Energy Corp., a Nevada corporation (“Buyer”). WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement, dated as of Janua

Amendment No. 1 to Research and Lab Lease, dated March 12, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC.

Exhibit 10.34 FIRST AMENDMENT TO INDUSTRIAL LEASE THIS FIRST AMENDMENT TO INDUSTRIAL LEASE dated March 12, 2020 (this “First Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following: R E C I T A L S WHEREAS, The Northwestern Mutual Life Insu

Amendment No. 2 to Research and Lab Lease, dated July 27, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC.

Exhibit 10.35 SECOND AMENDMENT TO INDUSTRIAL LEASE THIS SECOND AMENDMENT TO INDUSTRIAL LEASE dated July 27, 2020 (this “Second Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following: R E C I T A L S WHEREAS, The Northwestern Mutual Life In

Manufacturing Supply Agreement, dated November 19, 2021, by and between Dragonfly Energy Holdings Corp. and Keystone RV Company.

Exhibit 10.29 MANUFACTURING SUPPLY AGREEMENT This Manufacturing Supply Agreement, dated as of November 19th, 2021 (the “Agreement”), is entered into by and between DRAGONFLY ENERGY CORP., a Nevada corporation having its principal place of business at 1190 Trademark Dr. Suite 108, Reno, NV 8952l (“Seller”), and KEYSTONE RV COMPANY, a Delaware corporation having its principal place of business at 26

Description of Securities.

Exhibit 4.7 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. It is subject to and qualified in its entirety by reference to our articles of incorporation (“Charter”) and bylaws (“Bylaws”), which are included as exhibits to our annual report, of which this Exhibit 4.7 is a part. We encourage you to read our Charter, our Bylaws and the app

Amendment No. 4 to Research and Lab Lease, dated December 16, 2020, by and between Dragonfly Energy Corp. and BRS RS Greg Park Owner LLC.

Exhibit 10.37 Property: br40428 1355 Greg Street, Suite 101-102, Sparks, NV br40429 1335 Greg Street, Suite 103, Sparks, NV br40427 1375 Greg Street, Suite 104, Sparks, NV br40427 1375 Greg Street, Suite 107, Sparks, NV FOURTH AMENDMENT TO INDUSTRIAL LEASE THIS FOURTH AMENDMENT TO INDUSTRIAL LEASE (this “Fourth Amendment”) is made and entered into as of the 16th day of December, 2020, by and betwe

Assignment and Assumption of Lease Agreement, dated January 1, 2022, by and among Dragonfly Energy Corp., Bourns Productions, Inc. and Los Angeles & Steel Co.

Exhibit 10.32 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT FOR VALUE RECEIVED, Bourns Productions, Inc., a Nevada corporation (“Assignor”) hereby assigns, conveys, transfers, and sets over to Dragonfly Energy Corp., a Nevada corporation (“Assignee”), its successors and assigns, all of Assignor’s right, title, and interest in, to, and under that certain Commercial Lease dated as of September 4, 201

First Amendment to Separation Agreement by and between Dragonfly Energy Holdings Corp. and Sean Nichols, dated November 14, 2022.

Exhibit 10.27 FIRST AMENDMENT TO SEPERATION AND RELEASE OF CLAIMS AGREEMENT This First Amendment to the Separation and Release of Claims Agreement, dated as of October 25, 2022 (the “Amendment”), is entered into by and between Dragonfly Energy Holdings Corp., a Delaware corporation, having its principal place of business at 1190 Trademark Drive #108, Reno, Nevada 89521 (“Employer”), and Sean Nicho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Asset Purchase Agreement, dated April 22, 2022, by and among Dragonfly Energy Corp., Thomason Jones Company, LLC, William Thomason and Richard Jones.

Exhibit 10.28 ASSET PURCHASE AGREEMENT between WILLIAM THOMASON, RICHARD JONES, AND THOMASON JONES COMPANY, LLC and DRAGONFLY ENERGY CORP. dated as of April 22, 2022 TABLE OF CONTENTS PAGES ARTICLE I PURCHASE AND SALE 1 Section 1.01 Purchase and Sale of Assets 1 Section 1.02 No Liabilities 1 Section 1.03 Purchase Price 2 Section 1.04 Allocation of Purchase Price 2 Section 1.05 Earn Out 2 Section 1

Dragonfly Energy Files Annual Report on Form 10-K and Updates Operating Results for the Fourth Quarter and Year ended December 31, 2022

Exhibit 99.1 Dragonfly Energy Files Annual Report on Form 10-K and Updates Operating Results for the Fourth Quarter and Year ended December 31, 2022 RENO, NEVADA (April 17, 2023) — Dragonfly Energy Holdings Corp. (“Dragonfly” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today filed its Annual Report on Form 10-K an

Research and Development Lab Lease, dated April 25, 2019, by and between Dragonfly Energy Corp. and BRE RS Greg Park Owner LLC.

Exhibit 10.33 ♦ INDUSTRIAL LEASE ♦ THIS LEASE is made as of this 25th day of April, 2019 (the “Lease Date”) by and between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (“Landlord”), dba Sparks Industrial, and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”). BASIC LEASE INFORMATION LANDLORD: The Northwestern Mutual Life Insurance Company, a Wisconsin corporation,

Amendment No. 5 to Research and Lab Lease, dated January 28, 2022, by and between Dragonfly Energy Corp. and BRS RS Greg Park Owner LLC.

Exhibit 10.38 Property: br40427 1375 Greg Street, Suite 107, Sparks, NV FIFTH AMENDMENT TO INDUSTRIAL LEASE THIS FIFTH AMENDMENT TO INDUSTRIAL LEASE (this “Fifth Amendment”) is made and entered into as of the 28th day of January, 2022 by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company, successor-in-interest to The Northwestern Mutual Life Insurance Company (“Landlord”)

Amendment No. 3 to Research and Lab Lease, dated August 26, 2020, by and between Dragonfly Energy Corp. and DRE RS Greg Park Owner LLC.

Exhibit 10.36 THIRD AMENDMENT TO INDUSTRIAL LEASE THIS THIRD AMENDMENT TO INDUSTRIAL LEASE dated 8/26/2020, 2020 (this “Third Amendment”), is entered into by and between BRE RS GREG PARK OWNER LLC, a Delaware limited liability company (“Landlord”), and DRAGONFLY ENERGY CORP., a Nevada corporation (“Tenant”), with reference to the following: R E C I T A L S WHEREAS, The Northwestern Mutual Life Ins

Asset Purchase Agreement, dated January 1, 2022, by and between Dragonfly Energy Holdings Corp. and Bourns Productions, Inc.

Exhibit 10.30 ASSET PURCHASE AGREEMENT between BOURNS PRODUCTIONS, INC. and DRAGONFLY ENERGY CORP. dated as of January 1, 2022 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 Section 1.01 Purchase and Sale of Assets 1 Section 1.02 No Liabilities 1 Section 1.03 Purchase Price 1 Section 1.04 Allocation of Purchase Price 1 Section 1.05 Withholding Tax 1 ARTICLE II CLOSING 2 Section 2.01 Closing 2 Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 001-40730 DRAGONFLY ENERGY H

Separation Agreement by and between Dragonfly Energy Holdings Corp. and Sean Nichols, dated October 25, 2022.

Exhibit 10.26 Separation and Release of Claims Agreement This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Dragonfly Energy Holdings Corp., a Delaware corporation and its subsidiaries (the “Employer”), on behalf of itself, and its present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capaci

Specimen Warrant Certificate of Dragonfly Energy Holdings Corp.

Exhibit 4.5 SPECIMEN WARRANT CERTIFICATE NUMBER WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) DRAGONFLY ENERGY HOLDINGS CORP. CUSIP 26145B 114 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For

Plan of Conversion.

Exhibit 2.1 DRAGONFLY ENERGY HOLDINGS CORP. PLAN OF CONVERSION This Plan of Conversion (this “Plan”) sets forth certain terms of the conversion of Dragonfly Energy Holdings Corp. (f/k/a Chardan NexTech Acquisition 2 Corp., f/k/a Chardan Global Acquisition 3 Corp.), a Delaware corporation (the “Delaware Corporation”), to a Nevada corporation (the “Nevada Corporation”), pursuant to the terms of the

Bylaws of Dragonfly Energy Holdings Corp.

Exhibit 3.2 BYLAWS OF DRAGONFLY ENERGY HOLDINGS CORP. A Nevada Corporation Effective March 31, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Principal Executive Office 1 1.2 Registered Office 1 1.3 Other Offices 1 ARTICLE II STOCKHOLDERS’ MEETINGS 1 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice 2 2.5 Adjournments 2 2.6 Quorum 2 2.7 Voting. 3 2.8 Participatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Commi

Articles of Incorporation of Dragonfly Energy Holdings Corp.

Exhibit 3.1 articles OF INCORPORATION OF dragonfly energy holdings corp. ARTICLE I. Name The name of the corporation is Dragonfly Energy Holdings Corp. (the “Corporation”). ARTICLE II. Registered Office The address of the Corporation’s registered office in the State of Nevada is 1190 Trademark Drive #108, Reno, NV 89521. The General Counsel of the Corporation, located at 1190 Trademark Drive #108,

Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on March 30, 2023.

Exhibit 99.2

Articles of Conversion, as filed with the Secretary of State of the State of Nevada on March 30, 2023.

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Com

Dragonfly Energy Reports Fourth Quarter and Full Year 2022 Financial Results Full year 2022 Revenue grew to $86.3 million, 10.6% higher compared to 2021

Exhibit 99.1 Dragonfly Energy Reports Fourth Quarter and Full Year 2022 Financial Results Full year 2022 Revenue grew to $86.3 million, 10.6% higher compared to 2021 RENO, NEVADA (March 29, 2023) — Dragonfly Energy Holdings Corp. (“Dragonfly” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today reported financial and

Limited Waiver, dated as of March 29, 2023, to the Term Loan, Guarantee and Security Agreement, dated as of October 7, 2022, by and among Dragonfly Energy Holdings Corp., Dragonfly Energy Corp., the lenders from time to time party thereto and Alter Domus (US) LLC.

Exhibit 10.1 Execution Version LIMITED WAIVER This LIMITED WAIVER (this “Waiver”) is made as of March 29, 2023, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), the Lenders signatory hereto (the “Required Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as herei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 DRAGONFLY ENERGY H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2023 DRAGONFLY ENERGY HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40730 85-1873463 (State or other jurisdiction of incorporation) (Comm

Promissory Note of the Company, dated March 5, 2023.

Exhibit 4.1 THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SAT

First Amended and Restated Employment Agreement, dated February 24, 2023, by and between Dragonfly Energy Holdings Corp. and John Marchetti.

Exhibit 10.1 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of February 24, 2023, amending and restated that Employment Agreement dated October 11, 2022, by and between John Marchetti (the “Executive”) and Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”). WHEREAS, the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 DRAGONFLY ENERG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40730 85-1873463 (State or other jurisdiction of incorporation) (

US26145B1061 / DRAGONFLY ENERGY HOLDINGS CORP / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Dragonfly Energy Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 26145B106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check

US26145B1061 / DRAGONFLY ENERGY HOLDINGS CORP / Weiss Asset Management LP Passive Investment

SC 13G/A 1 cntq13ga31dec2022.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* DRAGONFLY ENERGY HOLDINGS CORP. (FORMERLY KNOWN AS CHARDAN NEXTECH ACQUISITION 2 CORP.) - (Name of Issuer) Common Stock, par value $0.0001 p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

DFLI / Dragonfly Energy Holdings Corp / Chardan NexTech Investments 2 LLC - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Dragonfly Energy Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26145B 106 (CUSIP Number) Jeffrey A. Brill Peter D. Serating Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001

DRAGONFLY ENERGY HOLDINGS CORP. 38,590,131 Shares of Common Stock 16,708,414 Warrants to Purchase Shares of Common Stock 16,708,414 Shares of Common Stock Underlying Warrants

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 22, 2022) Filed Pursuant to Rule 424(b)(3) File No. 333-268185 DRAGONFLY ENERGY HOLDINGS CORP. 38,590,131 Shares of Common Stock 16,708,414 Warrants to Purchase Shares of Common Stock 16,708,414 Shares of Common Stock Underlying Warrants This prospectus supplement relates to the prospectus dated December 22, 2022 (as amended and supplemente

DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?File No. 333-267983? PROSPECTUS DRAGONFLY ENERGY HOLDINGS CORP. Up to 21,512,027 Shares of Common Stock This prospectus relates to the potential offer and resale, from time to time, of up to 21,512,027 shares of our common stock, par value $0.0001 per share (?common stock?), by the selling stockholder, Chardan Capital Markets LLC (?CCM? or the

Dragonfly Energy Holdings Corp. 1190 Trademark Drive #108 Reno, Nevada 89521

CORRESP 1 filename1.htm 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 Ru

DRAGONFLY ENERGY HOLDINGS CORP. 38,590,131 Shares of Common Stock 16,708,414 Warrants to Purchase Shares of Common Stock 16,708,414 Shares of Common Stock Underlying Warrants

TABLE OF CONTENTS ? Filed pursuant to Rule 424(b)(3) ?File No. 333-268185? PROSPECTUS DRAGONFLY ENERGY HOLDINGS CORP. 38,590,131 Shares of Common Stock 16,708,414 Warrants to Purchase Shares of Common Stock 16,708,414 Shares of Common Stock Underlying Warrants This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the ?selling sec

Dragonfly Energy Holdings Corp. 1190 Trademark Drive #108 Reno, Nevada 89521

CORRESP 1 filename1.htm 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 Ru

As filed with the Securities and Exchange Commission on December 13, 2022

As filed with the Securities and Exchange Commission on December 13, 2022 Registration No.

Filing Fee Exhibit.

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Dragonfly Energy Holdings, Inc.

As filed with the Securities and Exchange Commission on December 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.

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

CORRESP 1 filename1.htm 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. 20

As filed with the Securities and Exchange Commission on December 9, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.

LETTER

United States securities and exchange commission logo November 29, 2022 John Marchetti Chief Financial Officer Dragonfly Energy Holdings Corp.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 4 tm2230216d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included elsewhere in this prospectus. Unless the context otherwise requires, references in this section to “Legacy Dragonfly” and the “Company” prior to the closing of the Business Combination are inten

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this section to ?we,? ?our,? ?us,? and ?Legacy Dragonfly? generally refer to Dragonfly Energy Corp. and its consolidated subsidiaries prior to the business combination with Chardan NexTech Acquisition 2 Corp. (the ?Business Combination?). References in this section to ?Dragonfly? genera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-407