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

The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of common stock or interests in its shares of common stock on any stockexchange, market or trading facility on which the shares of common stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market pricesat the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We will not receive any proceeds from theresale or other disposition of the shares of common stock by the Selling Stockholder. See “Use of Proceeds” beginning on page 34 and “Plan of Distribution” beginning on page 101of this prospectus for more information. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “DFLI” and our public warrants (the “Public Warrants”) are currently listed on the NasdaqCapital Market under the symbol “DFLIW.” As of 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 orsupplements carefully before you make your investment decision. You should read this prospectus carefully, together with additional information described under the heading “Where You Can Find More Information,” before you invest in any of our We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 6 of this prospectus for a discussion of risks that shouldbe considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any or any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus. Any representation 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 AND INFORMATION1PROSPECTUS SUMMARY2RISK FACTORS6PRIVATE PLACEMENT32USE OF PROCEEDS34MARKET PRICE AND DIVIDEND INFORMATION35MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS36OUR BUSINESS54DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE73EXECUTIVE COMPENSATION78CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE84SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED 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 any representations other than those contained in this prospectus or anyapplicable prospectus supplement prepared by or on behalf of us or to which we have referred you. When you make a decision about whether to invest in our securities, you shouldnot rely upon any information other than the information in this prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus northe sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation ofan offer to buy our securities in any circumstances under which the offer or solicitation is unlawful. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, thisprospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in suchprospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only asso modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectussupplement or post-effective amendment to the registration statement, together with the additional information to which we refer you in the sections of this prospectus titled “WhereYou Can Find More Information.” This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for completeinformation. All of the summaries are qualified in their entirety by the actual document