0001104659-22-107831.txt : 20221011 0001104659-22-107831.hdr.sgml : 20221011 20221011204716 ACCESSION NUMBER: 0001104659-22-107831 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221007 FILED AS OF DATE: 20221011 DATE AS OF CHANGE: 20221011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phares Denis CENTRAL INDEX KEY: 0001946222 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40730 FILM NUMBER: 221305375 MAIL ADDRESS: STREET 1: 1190 TRADEMARK DRIVE, #108 CITY: RENO STATE: NV ZIP: 89521 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dragonfly Energy Holdings Corp. CENTRAL INDEX KEY: 0001847986 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 851873463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1190 TRADEMARK DRIVE #108 CITY: RENO STATE: NV ZIP: 89521 BUSINESS PHONE: (775) 622-3448 MAIL ADDRESS: STREET 1: 1190 TRADEMARK DRIVE #108 CITY: RENO STATE: NV ZIP: 89521 FORMER COMPANY: FORMER CONFORMED NAME: Chardan NexTech Acquisition 2 Corp. DATE OF NAME CHANGE: 20210225 3 1 tm2227938-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-10-07 0 0001847986 Dragonfly Energy Holdings Corp. DFLI 0001946222 Phares Denis 1190 TRADEMARK DRIVE #108 RENO NV 89521 1 1 1 0 President and CEO Common Stock 14681204 D Common Stock 1217906 I See footnote Stock Option (right to buy) 0.32 2032-05-13 Common Stock 177313 D The shares of Common Stock are held by the Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee. The option vested as to 25% of the option on August 12, 2020 and vests as to 75% of the option in 37 monthly installments from August 12, 2020 through August 12, 2023. Exhibit List: Exhibit 24 - Power of Attorney /s/ Nicole Harvey, as attorney in fact 2022-10-11 EX-24 2 tm2227938d2_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144

The undersigned hereby constitutes and appoints Nicole Harvey, General Counsel of Dragonfly Energy Holdings Corp., a Delaware corporation (the “Company”), so long as she is employed at the Company, and Emily B. Mills, Andi Hasaj and Regina Braman of O’Melveny & Myers LLP (“OMM”), outside counsel to the Company, so long as each is employed at OMM, as his true and lawful attorney-in-fact and agent (each, an “Attorney-In-Fact”), with full power of substitution and resubstitution for him and in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any of the securities of the undersigned, the following:

(i)

any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

(ii)

any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii)

any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(iv)

any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v)

any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(vi)

any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to each Attorney-In-Fact to seek and obtain as his representative and on his behalf, information on transactions in the securities of the undersigned from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release such information to each Attorney-In-Fact and approves and ratifies any such release of information.

The undersigned hereby grants unto each Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)

neither the Company nor any Attorney-In-Fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(ii)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to each Attorney-In-Fact.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of September, 2022.

	/s/ Denis Phares
	Denis Phares

[Signature Page - Power of Attorney]