Dragonfly Energy Holdings Corp美股招股说明书(2026-01-30版)

Dragonfly Energy Holdings Corp. Up to $50,000,000 Shares of Common Stock We have entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Canaccord Genuity LLC, actingas representative of the several sales agents (the “Lead Agent”), and Roth Capital Partners, LLC and Yorkville Securities, LLC(collectively with the Lead Agent, the “Agents”), on January 30, 2026, relating to our common stock, par value $0.0001, offered bythis prospectus supplement and the accompanying prospectus. Under the Distribution Agreement, we may offer and sell our commonstock having an aggregate offering price of up to $50 million from time to time through the Lead Agent, acting as sales agent on behalfof the Agents or principal. Our common stock is listed on the Nasdaq Capital Market under the symbol “DFLI” and our public warrants (the “PublicWarrants”) are currently listed on the Nasdaq Capital Market under the symbol “DFLIW.” On January 29, 2026, the last reported salesprice of our common stock on the Nasdaq Capital Market was $3.41 per share and the last reported sales price of our Public Warrantswas $0.07. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made atmarket prices by any method permitted by law that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgatedunder the Securities Act of 1933, as amended (the “Securities Act”). The Agents are not required to sell any specific number or dollaramount of our common stock but will act as sales agents using commercially reasonable efforts, consistent with their normal tradingand sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. The Agents will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold underthe Distribution Agreement. See “Plan of Distribution” beginning on S-11 for additional information regarding the Agents’compensation. In connection with the sale of our common stock on our behalf, the Agents may be deemed to be “underwriters” withinthe meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilitiesunder the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise indicated, all share and per share amounts in this prospectus supplement have been adjusted to reflect theone-for-ten reverse stock split effected on December 18, 2025. Investing in our securities involves a high degree of risk. Before making any decision to invest in our securities, youshould carefully consider the information disclosed in this this prospectus supplement and the accompanying base prospectus,including the information under “Risk Factors” beginning on page S-6 of this prospectus supplement, as well as theinformation, including the risk factors, incorporated by reference into this prospectus supplement and the accompanyingprospectus as described under the heading “Additional Information.” NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFENSE. Canaccord Genuity Yorkville Securities Roth Capital Partners The date of this prospectus supplement is January 30, 2026. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-9DILUTIONS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-11EXPERTSS-11ADDITIONAL INFORMATIONS-12INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-13 PROSPECTUSABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5THE SECURITIES WE MAY OFFER6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF STOCK WARRANTS19DESCRIPTION OF SUBSCRIPTION RIGHTS20DESCRIPTION OF UNITS21FORMS OF SECURITIES22PLAN OF DISTRIBUTION23LEGAL MATTERS27EXPERTS28ADDITIONAL INFORMATION29INCORPORATION OF CERTAIN INFORMATION BY REFERENCE30 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus datedNovember 24, 2023, including the documents incorporated by reference therein, provides mo