Dragonfly Energy Corp., an industry leader in energy storage and
producer of deep cycle lithium-ion storage batteries, announced
today that it completed its business combination with Chardan
NexTech Acquisition 2 Corp (“CNTQ”) on October 7, 2022. The
combined company will operate under the name Dragonfly Energy
Holdings Corp. (“Dragonfly” and the “Company”).
Commencing today, October 10, 2022, at the open
of trading, Dragonfly’s common stock and warrants are expected to
trade on the Nasdaq Stock Exchange (“Nasdaq”) under the symbols
“DFLI” and “DFLIW,” respectively. The company will continue to be
led by Dr. Denis Phares, Chief Executive Officer, alongside the
rest of the current Dragonfly management team.
The transaction was approved by CNTQ’s
shareholders at a special meeting held on October 6, 2022 (the
“Special Meeting”). Over 99.9% of the votes cast on the business
combination proposal at the Special Meeting were cast in favor of
approving the business combination. CNTQ’s shareholders also voted
to approve all other proposals presented at the Special
Meeting.
“We are excited to begin the next chapter of
Dragonfly’s story,” said Dr. Denis Phares, Chief Executive Officer
of Dragonfly. “Becoming a public company is an important and
exciting step forward for us. The proceeds from this transaction
and our relationships with key partners, bring us closer to making
safe, affordable energy storage a reality by facilitating the
development and large-scale deployment of our
All-Solid-State-Battery technology, while also helping us grow our
existing core business.”
Jonas Grossman, Chief Executive Officer and
Director of CNTQ, added, “through the acquisition of Dragonfly,
CNTQ achieved its intent to merge with a disruptive technology
company that delivers environmentally impactful solutions
benefiting all stakeholders. The Chardan team has multiple decades
of SPAC, direct investment, and investment banking expertise in
Clean Technologies, and we look forward to continuing our
partnerships with leaders and innovators in the space. We are
excited as Dragonfly becomes a public company and is poised to
revolutionize smart energy storage to enable a clean, renewable
future.”
“We are excited to work with such a talented
management team and support the strategic vision of the firm,” said
Harry Giovani, Managing Partner at Energy Impact Partners Credit
Group. “We look forward to helping Dragonfly expand and develop its
best in class, disruptive energy storage technologies.”
EIP Credit Group Partner Tal Sheynfeld added,
“Dragonfly’s product portfolio delivers environmentally impactful
solutions for energy storage. We’re excited to welcome the company
to the EIP family as its visionary management team expands into
different verticals.”
Transaction OverviewTransaction
generated committed capital of ~$250 million in gross proceeds
consisting of (i) $25 million in equity, including the private
strategic investment from THOR Industries (NYSE: THO) that closed
in July 2022, (ii) $75 million senior secured term loan facility
led by Energy Impact Partners (used in part to refinance $45
million of existing indebtedness and to pay transaction related
expenses), and (iii) the post-closing availability of a $150
million Chardan Equity Facility (ChEF).
Dragonfly intends to use the proceeds to
accelerate the market penetration of its existing business and
commercialize its proprietary and patented All-Solid-State-Battery
technology that will dramatically reduce reliance on the power
grid.
AdvisorsStifel, Nicolaus &
Company, Incorporated (“Stifel”) acted as financial advisor, and
O’Melveny & Myers, LLP and Parsons Beble & Latimer served
as legal counsels, to Dragonfly.
Chardan Capital Markets LLC (“Chardan”) served
as financial advisor, Stifel and Chardan acted as joint placement
agents and Skadden, Arps, Slate, Meagher & Flom LLP and
Brownstein Hyatt Farber Schreck, LLP served as legal counsels, to
CNTQ. Chapman and Cutler LLP served as counsel to Energy Impact
Partners.
About DragonflyDragonfly Energy Holdings Corp.
(Nasdaq: DFLI) headquartered in Reno, Nevada, is a leading supplier
of deep cycle lithium-ion batteries. Dragonfly’s research and
development initiatives are revolutionizing the energy storage
industry through innovative technologies and manufacturing
processes. Today, Dragonfly’s non-toxic deep cycle lithium-ion
batteries are displacing lead-acid batteries across a wide range of
end-markets, including RVs, marine vessels, off-grid installations,
and other storage applications. Dragonfly is also focused on
delivering an energy storage solution to enable a more sustainable
and reliable smart grid through the future deployment of the
Company’s proprietary and patented solid-state cell technology. To
learn more, visit www.dragonflyenergy.com/investors.
Forward-Looking
StatementsLitigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical
statements of fact and statements regarding the Company’s intent,
belief or expectations, including, but not limited to, statements
regarding the Company’s future results of operations and financial
position, planned products and services, business strategy and
plans, market size and growth opportunities, competitive position
and technological and market trends. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions.
These forward-looking statements are subject to
risks, uncertainties, and other factors (some of which are beyond
the Company’s control) which could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Factors that may impact such forward-looking statements
include, but are not limited to: the Company’s ability to recognize
the anticipated benefits of the of the Company’s recent business
combination with Chardan NexTech Acquisition 2 Corp. and related
transactions; the Company’s ability to successfully increase market
penetration into target markets; the growth of the addressable
markets that the Company intends to target; the Company’s ability
to retain members of its senior management team and other key
personnel; the Company’s ability to maintain relationships with key
suppliers including suppliers in China; the Company’s ability to
maintain relationships with key customers; the Company’s
post-closing ability to access capital as and when needed under its
$150 million ChEF; the Company’s ability to protect its patents and
other intellectual property; the Company’s ability to successfully
optimize solid state cells and to produce commercially viable solid
state cells in a timely manner or at all, and to scale to mass
production; the Company’s ability to achieve the anticipated
benefits of its customer arrangements with THOR and THOR’s
affiliated brands (including Keystone); the impact of the
coronavirus disease pandemic, including any mutations or variants
thereof and/or the Russian/Ukrainian conflict; the Company’s
ability to generate revenue from future product sales and its
ability to achieve and maintain profitability; and the Company’s
ability to compete with other manufacturers in the industry and its
ability to engage target customers and successfully convert these
customers into meaningful orders in the future. These and other
risks and uncertainties are described more fully in the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Company’s Registration Statement
on Form S-4 relating to the business combination declared effective
by the U.S. Securities and Exchange Commission the (“SEC”) on
September 16, 2022, in the Company’s Current Report on Form 8-K
filed with the SEC on October 7, 2022, and in the Company’s
subsequent filings with the SEC.
If any of these risks materialize or any of the
Company’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that the Company
presently does not know or that it currently believes are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. All
forward-looking statements contained in this press release speak
only as of the date they were made. Except to the extent required
by law, the Company undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist
after the date on which they were made
Dragonfly Contacts:
Investor Relations Sioban Hickie, ICR,
Inc.DragonflyIR@icrinc.com
Media Zach Gorin, ICR,
Inc.DragonflyPR@icrinc.com
Source: Dragonfly Energy Holdings Corp.
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