On October 7, 2022, Dragonfly Energy Holdings
Corp., a Delaware corporation (the “Company”) (f/k/a Chardan NexTech Acquisition 2 Corp. (“Chardan”)), consummated
the previously announced merger pursuant to the Business Combination Agreement, dated May 15, 2022, as amended by the Amendment to the
Business Combination Agreement, dated July 12, 2022, by and among Chardan, Bronco Merger Sub, Inc., a Nevada corporation and a wholly
owned subsidiary of Chardan, and Dragonfly Energy Corp., a Nevada corporation.
On October 10, 2022, the Company issued a press
release announcing the closing of the business combination with Chardan, and that its common stock has commenced trading on the Nasdaq
Global Market under the symbol “DFLI” and its warrants have commenced trading on the Nasdaq Capital Market under the symbol
“DFLIW.”
A copy of the press release is furnished as Exhibit
99.1 hereto.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the United States Private Securities Litigation 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.