Dragonfly Energy Holdings Corp.
12915 Old Virginia Road
Reno, Nevada 89521
April 8, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Dragonfly Energy Holdings (the “Company”) | |
| Registration Statement on Form S-1 (File No. 333-286406) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:30 p.m., Eastern Time, on April 10, 2025, or as soon as practicable thereafter.
Please call Steve M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.
| Very truly yours, | ||
| DRAGONFLY ENERGY HOLDINGS | ||
| By: | /s/ Denis Phares | |
| Name: | Denis Phares | |
| Title: | Chairman, President, Chief Executive Officer and Interim Chief Financial Officer | |