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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended: March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from: _________________ to ___________________Commission File Number: 001-40730 DRAGONFLY ENERGY HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada85-1873463(State or other jurisdiction of(IRS Employer incorporation or organization)Identification No.) (Address of principal executive offices)(Zip Code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 12, 2025, there were 9,363,145 shares of the registrant’s common stock, par value $0.0001 per share,issued and outstanding. DRAGONFLY ENERGY HOLDINGS CORP.TABLE OF CONTENTS PageNo.PART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20243Condensed Consolidated Statements of Operations for the three months ended March 31, 2025and 20244Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three monthsended March 31, 2025 and 20245Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025and 20246Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 3.Quantitative and Qualitative Disclosures about Market Risk60Item 4.Controls and Procedures60PART II. OTHER INFORMATIONItem 1.Legal Proceedings61Item 1A.Risk Factors61Item 2.Unregistered Sales of Equity Securities and Use of Proceeds61Item 3.Defaults Upon Senior Securities61Item 4.Mine Safety Disclosures61Item 5.Other Information62 DRAGONFLY ENERGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) DRAGONFLY ENERGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(DEFICIT)FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024(IN THOUSANDS, EXCEPT SHARE DATA) DRAGONFLY ENERGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024(IN THOUSANDS) DRAGONFLY ENERGY HOLDINGS CORP.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024(IN THOUSANDS) The accompanying notes are an integral part of the consolidated financial statements. DRAGONFLY ENERGY HOLDINGS CORP.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) NOTE 1 - NATURE OF BUSINESS Dragonfly Energy Holdings Corp. (the “Company”) sells lithium ion battery packs for use in a wide variety ofapplications. The Company sells to distributors under the Dragonfly Energy brand name, and sells direct toconsumers under the trade name Battleborn Batteries. In addition, the Company develops technology for improvedlithium ion battery manufacturing and assembly methods. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared inaccordance with accounting principles generally accepted