Dragonfly Energy Holdings Corp.

Our common stock is currently listed on the Nasdaq Capital Market (“Nasdaq”) 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 May 14, 2025, we received a written notice from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying us that, because for the 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 Capital Market (the “Minimum Bid Price Requirement”), the Staff had determined to delist our securities from Nasdaq unless we timely requested a hearing before the Panel. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period due to the fact that we had effected a reverse stock split over the prior one-year period. In addition, on June 11, 2025, we received an additional staff determination letter indicating that, based upon our non-compliance with the requirement to maintain a minimum market value of listed securities of $35 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”), the Staff had determined such non-compliance served as an additional basis for delisting the Company’s securities from Nasdaq.

We timely requested a hearing with the Nasdaq Hearings Panel (the “Panel”), and on July 2, 2025, we received notice (the “Notice”) from Nasdaq that, based on the plan of compliance submitted by us, the Panel had granted us an exception until November 10, 2025 (the “Exception”) to regain compliance with (i) Minimum Bid Price Requirement and (ii) the MVLS Requirement, subject to our achievement of certain milestones. In the event we fail to meet the milestones set forth in the compliance plan submitted to the Panel or otherwise regain compliance with the Bid Price Requirement and the MVLS Requirement or the alternative criteria by November 10, 2025, our securities will be delisted from Nasdaq. The Exception was granted following our hearing with the Panel on June 24, 2025.

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.