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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001493152-25-001046 0001946222 XXXXXXXX LIVE 4 Common Stock, par value $0.0001 per share 02/26/2025 false 0001847986 26145B304 Dragonfly Energy Holdings Corp. 12915 OLD VIRGINIA ROAD RENO NV 89521 Denis Phares 775-622-3448 12915 OLD VIRGINIA ROAD RENO NV 89521 0001946222 N Denis Phares PF N X1 1781287.00 0.00 1781287.00 0.00 1781287.00 N 24.5 IN See Item 5 for additional information. Common Stock, par value $0.0001 per share Dragonfly Energy Holdings Corp. 12915 OLD VIRGINIA ROAD RENO NV 89521 This Amendment No. 4 (this Amendment) amends and supplements the Schedule 13D filed on October 12, 2022, as amended and supplemented by Amendment No. 1 filed on February 6, 2024, Amendment No. 2 filed on November 21, 2024 and Amendment No. 3 filed on January 6, 2025 by Dr. Denis Phares (the Reporting Person) relating to the common stock, par value $0.0001 per share (Common Stock), of Dragonfly Energy Holdings Corp., a Nevada corporation (the Issuer). Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to such terms in the Schedule 13D. All references in the Schedule 13D and this Amendment to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. As of the filing date of this Amendment (the Filing Date), the Reporting Person directly owns 1,645,964 shares of Common Stock, and indirectly owns 135,323 shares of Common Stock through the Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee. The Reporting Person has also been granted 63,046 restricted stock units that will vest more than 60 days from the Filing Date. As of the Filing Date, the Reporting Person's holdings represent an aggregate of approximately 24.5% of the Issuer's issued and outstanding shares of Common Stock (based on 7,256,076 shares of Common Stock outstanding as of February 26, 2025, as reported directly to the Reporting Person by the Issuer). The Reporting Person has the sole power to vote and dispose of 1,781,287 shares of Common Stock. The Reporting Person has the shared power to vote or dispose of zero (0) shares of Common Stock. There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the Filing Date. There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to February 26, 2025. Not applicable. Not applicable. Item 6 of the Schedule 13D is hereby supplemented as follows: On December 31, 2024, the Reporting Person entered into a support agreement (the December 2024 Support Agreement) with the Issuer by which the Reporting Person agreed to (i) be present at any meeting of shareholders of the Issuer and (ii) vote in favor of a proposal to obtain shareholder approval for the issuance of up to 1,400,000 shares of Common Stock underlying penny warrants issued to certain existing securityholders on or after December 31, 2024 in accordance with Rules 5635(b) and 5635(d) of the Nasdaq Stock Market. The foregoing description of the December 2024 Support Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the December 2024 Support Agreement, a copy of which is filed as Exhibit 99.6 to Amendment No. 2. On February 26, 2025, the Reporting Person entered into a support agreement (the February 2025 Support Agreement) with the Issuer by which the Reporting Person agreed to vote in favor of the proposals to obtain shareholder approval for (i) the issuance, upon conversion of Series A Convertible Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock), of the number of shares of Common Stock which would exceed 1,450,489 in accordance with the applicable rules and regulations of the Nasdaq Stock Market and (ii) an increase in the number of authorized shares of Common Stock from 250,000,000 to 400,000,000. The Reporting Person also agreed to vote against any proposal that would result in the breach of any representation or warranty under the Securities Purchase Agreement, dated February 26, 2025 (the "Purchase Agreement"), the Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock, or any other of the agreements and instruments entered into or delivered by the Company or any of the holders of Series A Preferred Stock in connection with the transactions contemplated by the Purchase Agreement, all as may be amended from time to time in accordance with the terms thereof (the Transaction Documents), or otherwise result in any of the Company's obligations under the Transaction Documents from being fulfilled. The foregoing description of the February 2025 Support Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the February 2025 Support Agreement, a copy of which is filed as Exhibit 99.7 hereto and is incorporated herein by reference. Additionally, in connection with the February 2025 Support Agreement, the Reporting Person entered into an amendment to the December 2024 Support Agreement. 99.7. Support Agreement, dated as of February 26, 2025, by and among Dragonfly Energy Holdings Corp. and the Reporting Person (incorporated by reference to Exhibit 10.3 to Dragonfly Energy Holdings Corp.'s Current Report on Form 8-K filed with the SEC on February 27, 2025). Denis Phares /s/ Denis Phares Denis Phares 02/28/2025