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November 29, 2022
John Marchetti
Chief Financial Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521
Re:Dragonfly Energy Holdings Corp.
Registration Statement on Form S-1
Filed November 4, 2022
File No. 333-268185
Dear John Marchetti:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed 11/4/2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
63
1.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
2.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could

 FirstName LastNameJohn Marchetti
 Comapany NameDragonfly Energy Holdings Corp.
 November 29, 2022 Page 2
 FirstName LastName
John Marchetti
Dragonfly Energy Holdings Corp.
November 29, 2022
Page 2
impact the market price of the company’s common stock. Your discussion should
highlight the fact that holders of a significant percentage of your outstanding shares will
be able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.
General
3.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the selling securityholders acquired their shares and warrants,
and the price that the public securityholders acquired their shares and warrants. Disclose
that while the other selling securityholders may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling securityholders
will earn based on the current trading price.
4.We note that the projected revenues for 2022 and 2023 disclosed beginning on page 220
in the Form S-4 filed in connection with  the Business Combination. We also note that
your actual revenues for the six months ended June 30, 2022. It appears that you will miss
your revenue projections. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeeho Lee