Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Dragonfly Energy Holdings Corp. on Post-Effective Amendment No.2 Form S-1 (File No. 333-267983) of our report dated April 16, 2024 which includes an explanatory paragraph as to Dragonfly Energy Holdings Corp.’s ability to continue as a going concern with respect to our audit of the consolidated financial statement of Dragonfly Energy Holdings Corp. as of December 31, 2023 and for the year ended December 31, 2023, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
Our report on the consolidated financial statements contains an explanatory paragraph regarding adjustments described in Note 15 to the consolidated financial statements that were applied to revise the 2022 financial statements to correct an error. We were not engaged to audit, review, or apply any procedures to the 2022 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2022 financial statements taken as a whole.
/s/ Marcum llp
Marcum llp
New York, NY
May 20, 2024