Dragonfly Energy Holdings Corp

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “DFLI.” The continued listing requirements of the Nasdaq Capital Market provide, among other things, that our common stock must maintain a closing bid price in excess of $1.00 per share. On December 12, 2023, we received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for thirty (30) consecutive business days preceding the receipt of the notice, the bid price for our common stock had closed below the minimum $1.00 per share requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the “Minimum Bid Price Requirement”). We were provided an initial period of one hundred eighty (180) calendar days, or until June 10, 2024, to regain compliance with the Minimum Bid Price Requirement.

Upon receipt on June 7, 2024 of both our application to transfer from The Nasdaq Global Market to The Nasdaq Capital Market and written notification by us of our intent to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split, if necessary, the Staff notified us in a letter dated June 11, 2024 (the “Second Nasdaq Notice”), that we are eligible for an additional one hundred eighty (180) calendar day period, or until December 6, 2024, to regain compliance (the “Second Compliance Period”). If at any time during this period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten, and generally not more than twenty (20), consecutive business days, the Staff will provide us with written confirmation of compliance and the matter will be closed. The Staff’s determination was based, in part, on our meeting the applicable requirements for initial listing on The Nasdaq Capital Market except for the Minimum Bid Price Requirement. As of the opening of business on June 12, 2024, our common stock began trading on The Nasdaq Capital Market, where it has continued trading under the symbol “DFLI”.

Our Board determined that the continued listing of our common stock on the Nasdaq Capital Market is beneficial for our stockholders. The delisting of our common stock from the Nasdaq Capital Market would likely have very serious consequences for us and our stockholders. If our common stock is delisted from the Nasdaq Capital Market, our Board believes that the trading market for our common stock could become significantly less liquid, which could reduce the trading price of our common stock and increase the transaction costs of trading in shares of our common stock.

Approval of this proposal will grant our Board the authority, without further action by our stockholders, to carry out the Reverse Stock Split at any time within one year after stockholder approval is obtained, with the exact exchange ratio (within the range indicated above) and timing to be determined at the discretion of our Board.

Even if our stockholders approve this proposal, our Board may determine in its discretion not to effect the Reverse Stock Split.