Dragonfly Energy Holdings Corp.

As filed with the Securities and Exchange Commission on April 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

12915 Old Virginia Road

Reno, Nevada 89521

(775) 622-3448

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Denis Phares

Chief Executive Officer

12915 Old Virginia Road

Reno, Nevada 89521

(775) 622-3488

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With copies to:

Steven M. Skolnick

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY 10020

Telephone: (212) 262-6700

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholder may not resell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor is it a solicitation of offers to buy these securities, in any state where the offer or sale is not permitted.

36,901,132 Shares of Common Stock

This prospectus relates to the resale or other disposition by the selling stockholder identified herein (the “Selling Stockholder”) of up to 36,901,132 shares of common stock, par value $0.0001 per share, of Dragonfly Energy Holdings Corp. (the “Company,” “we,” “our” or “us”) issuable upon the conversion of our Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), including (i) up to 4,811,321 shares of common stock issuable upon the conversion of our Series A Preferred Stock issued to the Selling Stockholder on February 27, 2025 in the first closing of our private placement (the “Private Placement”), based on the floor price of $0.424, (ii) up to 27,000,000 shares of common stock issuable upon the conversion of our Series A Preferred Stock to be issued to the Selling Stockholder in the second closing of the Private Placement that will occur automatically upon receipt of Stockholder Approval (as hereinafter defined) and the effectiveness of the registration statement of which this prospectus forms a part, based on an assumed floor price of $0.20 and (iii) up to 5,089,811 shares of common stock potentially issuable upon conversion of additional shares of Series A Preferred Stock to be issued as payment-in-kind dividends (the “PIK Dividends”) on the Series A Preferred Stock issued or to be issued in Private Placement, based on the floor prices above, assuming that such dividends are not paid in cash per the terms of the Series A Preferred Stock. For additional information about the Private Placement, see “Private Placement” beginning on page 32 of this prospectus.

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 stock exchange, 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 prices at 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 the resale 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 101 of 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 Nasdaq Capital Market under the symbol “DFLIW.” As of April 3, 2025, the closing price of our common stock was $0.77 and the closing price of our Public Warrants was $0.03.

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 or supplements 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 securities.

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 should be 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 adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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