Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 11, 2025, Dragonfly Energy Holdings Corp. (the "Company") received an additional staff determination letter (the "MVLS Letter") from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's non-compliance with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain a minimum Market Value of Listed Securities ("MVLS") of $35 million for continued listing on The Nasdaq Capital Market (the "MVLS Requirement") for the 30 consecutive business days preceding receipt of the MVLS Letter, the Staff has determined such non-compliance serves as an additional basis for delisting the Company's securities from Nasdaq. Additionally, as of the date of this Current Report, the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, stockholders' equity of $2,500,000, or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

The Company has timely requested a hearing with the Nasdaq Hearings Panel (the "Panel")[, which is scheduled for June 24, 2025] (the "Hearing"). The MVLS Letter serves as a formal notification that Panel will consider this matter in rendering a determination regarding the Company's continued listing on The Nasdaq Capital Market. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at the Hearing.

As previously disclosed, pursuant to the written notice received from the Staff on May 14, 2025 (the "Bid Price Letter"), the Company is also not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the "Bid Price Requirement"), the Staff had determined to delist the Company's securities from Nasdaq unless it timely requested a hearing before the Panel). The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days preceding the Bid Price Letter, the Company no longer meets this requirement.

The MVLS Letter has no immediate effect on the listing of the Company's common stock or redeemable warrants, which will continue to trade on The Nasdaq Capital Market under the symbols "DFLI" and "DFLIW", respectively, subject to the Company's compliance with the other continued listing requirements of The Nasdaq Capital Market.

At the Panel Hearing the Company will request an extension within which to evidence compliance with the Bid Price Requirement and the MVLS Requirement. The Company's request for the Hearing has stayed any suspension or delisting action by the Staff pending the Hearing and the expiration of any extension period granted by the Panel following the Hearing. The Company intends to continue to take definitive steps in an effort to evidence compliance with the Bid Price Requirement and the MVLS Requirement. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance with the Bid Price Requirement or the MVLS Requirement within any extension period that may be granted by the Panel or maintain compliance with the other Nasdaq listing requirements.