Dragonfly Energy Holdings Corp美股招股说明书(2025-04-10版)

This prospectus relates to the resale or other disposition by the selling stockholder identified herein (the “SellingStockholder”) of up to 36,901,132 shares of common stock, par value $0.0001 per share, of Dragonfly EnergyHoldings Corp. (the “Company,” “we,” “our” or “us”) issuable upon the conversion of our Series A ConvertiblePreferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), including (i) up to 4,811,321 sharesof common stock issuable upon the conversion of our Series A Preferred Stock issued to the Selling Stockholder onFebruary 27, 2025 in the first closing of our private placement (the “Private Placement”), based on the floor price of$0.424, (ii) up to 27,000,000 shares of common stock issuable upon the conversion of our Series A Preferred Stockto be issued to the Selling Stockholder in the second closing of the Private Placement that will occur automaticallyupon receipt of Stockholder Approval (as hereinafter defined) and the effectiveness of the registration statement ofwhich this prospectus forms a part, based on an assumed floor price of $0.20 and (iii) up to 5,089,811 shares ofcommon stock potentially issuable upon conversion of additional shares of Series A Preferred Stock to be issued aspayment-in-kind dividends (the “PIK Dividends”) on the Series A Preferred Stock issued or to be issued in PrivatePlacement, based on the floor prices above, assuming that such dividends are not paid in cash per the terms of theSeries A Preferred Stock. For additional information about the Private Placement, see “Private Placement”beginning on page 32 of this prospectus. The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of its shares ofcommon stock or interests in its shares of common stock on any stock exchange, market or trading facility on whichthe shares of common stock are traded or in private transactions. These dispositions may be at fixed prices, atprevailing market prices at the time of sale, at prices related to the prevailing market price, at varying pricesdetermined at the time of sale, or at negotiated prices. We will not receive any proceeds from the resale or otherdisposition of the shares of common stock by the Selling Stockholder. See “Use of Proceeds” beginning on page 34and “Plan of Distribution” beginning on page 101 of this prospectus for more information. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “DFLI” and our publicwarrants (the “Public Warrants”) are currently listed on the Nasdaq Capital Market under the symbol “DFLIW.” Asof April 9, 2025, the closing price of our common stock was $0.66 and the closing price of our Public Warrants was$0.02. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read the entire prospectus and any amendments or supplements carefully before you make yourinvestment decision. You should read this prospectus carefully, together with additional information described under the heading “WhereYou Can Find More Information,” before you invest in any of our securities. We are an “emerging growth company” under applicable federal securities laws and are subject to reduced publiccompany reporting requirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning onpage 6 of this prospectus for a discussion of risks that should be considered in connection with an investmentin our securities. Neither the Securities and Exchange Commission nor any or any state securities commission has approved ordisapprovedofthesesecuritiesorpassedupontheadequacyoraccuracyofthisprospectus.Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is April 10, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ANDINFORMATION1PROSPECTUS SUMMARY2RISK FACTORS6PRIVATE PLACEMENT32USE OF PROCEEDS34MARKET PRICE AND DIVIDEND INFORMATION35MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS36OUR BUSINESS54DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE73EXECUTIVE COMPENSATION78CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE84SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS86DESCRIPTION OF SECURITIES89SELLING STOCKHOLDER100PLAN OF DISTRIBUTION101WHERE YOU CAN FIND MORE INFORMATION103LEGAL MATTERS103EXPERTS103INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS Neither we nor the Selling Stockholder has authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement prepared by oron behalf of us or to which we have referred you. When you make a decision about whether to invest in oursecurities, you should not rely upon any information other than the