Correspondence 0001641172-25-003266 from Dragonfly Energy Holdings Corp. (DFLI)

Dragonfly Energy Holdings Corp.
Date: April 8, 2025 · CIK: 0001847986 · Accession: 0001641172-25-003266

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File numbers found in text: 333-286406

Date

April 8, 2025

Author

DRAGONFLY ENERGY HOLDINGS

Form

CORRESP

Company

Dragonfly Energy Holdings Corp.

Letter

Dragonfly Energy Holdings Corp.

Old Virginia Road

Reno, Nevada 89521

April 8, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549

Re: Dragonfly Energy Holdings (the "Company") Registration Statement on Form S-1 (File No. 333-286406)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time, on April 10, 2025, or as soon as practicable thereafter.

Please call Steve M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

Very truly yours,
DRAGONFLY ENERGY HOLDINGS

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CORRESP
 1
 filename1.htm

 Dragonfly
Energy Holdings Corp.

 12915
Old Virginia Road

 Reno,
Nevada 89521

 April
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: Dragonfly
 Energy Holdings (the "Company")
 Registration
 Statement on Form S-1 (File No. 333-286406)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern
Time, on April 10, 2025, or as soon as practicable thereafter.

 Please
call Steve M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

 Very truly yours,

 DRAGONFLY ENERGY HOLDINGS

 By:
 /s/ Denis Phares

 Name:
 Denis Phares

 Title:
 Chairman, President, Chief
 Executive Officer and Interim Chief Financial Officer

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