Dragonfly Energy Holdings Corp., its filings, its debts, its lawyers, and the YouTube reviewer it took to court

My friend Gary needs a supply chain risk memo. That was three drinks ago.

Gary is not his real name, and he is not an idiot. He runs a real operation, and when he asks for something, he needs it. He’s the kind of smart that scares me sometimes. I told him I would have it by the time he got back from a trip. Instead, I am on Eoti in board shorts and a shirt loud enough with palm trees to count as scenery, looking like Santa Claus if Santa had taken a hard left somewhere around 1987 and never corrected course. There is a drink next to me with fruit in it and a rum content I have chosen not to measure. The water is flat. Nobody needs anything from me right now except Gary, and Gary can wait, because I have gone down a hole and cannot climb out of it.

The hole is a lithium battery company in Reno, Nevada. It has nothing to do with what Gary asked me for. I opened one of its filings a few days ago for a reason I can no longer reconstruct, but if you read my blog you might guess, and I have not been able to leave it alone since. Reading a company’s Securities and Exchange Commission (SEC) filings is not like reading anything else. It is like poling a flatboat through a swamp after dark, going slow and feeling your way, and every few minutes you push the pole into what you thought was mud and it moves, and you sit very still and try to figure out what you just touched. Don’t step on snek. Some lawyer, fresh out of a very good school, wrote every clause here to be waded through rather than read, and I have been out in this water since lunch, turning over rocks like a raccoon who got into the cooler and forgot how to stop.

I have no hatred or desire to disparage Battleborn Batteries or Dragonfly Energy, but I do like research. When I hear that a company is suing a YouTuber for expressing an opinion, I treat it like any research project or legal investigation. I want to know everything there is to know about the company and what makes it tick. What better evidence than what the company tells the federal government about its operations? They can say I misunderstood, which is always possible. I am neither an attorney nor a holder of a Master of Business Administration (MBA). I am a trained forensic investigator and have done similar work in the past, resulting in all kinds of people going to jail. Not that I think anybody is going to jail. But to quote Bryan Mills, “I don’t know who you are. I don’t know what you want… But what I do have are a very particular set of skills, skills I have acquired over a very long career. Skills that make me a nightmare for people like you.” 

What I keep finding as I dig through the documents is better than the memo for Gary. It is the story of a company that went public in a hurry, borrowed seventy-five million dollars it could not carry, built a brand the recreational vehicle (RV) crowd loved, and then watched that same crowd turn while the press releases kept talking about the road to profitability. Somewhere in the reeds, I found a customs problem around two in the afternoon that made me put the phone face down on the deck and look at the horizon for a while. There is a YouTube reviewer the company took to court, and there is a pattern beneath it all that started earlier than anyone lets on.

So sit down. Gary will get his memo eventually, just not tonight.

The deal that started it all

Everything runs back to one afternoon, October 7, 2022.

Dragonfly Energy Corp., a private battery outfit built in Reno by a physicist named Denis Phares and a man named Sean Nichols who matters more than he looks like he will, merged into a blank check shell called Chardan NexTech Acquisition 2 Corp. A blank check company, a SPAC, is a vehicle built to carry a private company onto the public markets faster than a normal initial public offering (IPO) and with a lot less prodding along the way. The merger stamped the combined thing at a value of $415 million and listed it on the Nasdaq under the ticker DFLI. Fifteen million shares of merger consideration priced against ten dollars a share, plus a pile of contingent stock I will get to.

What earned that price tag was thinner than the number suggests. Sales that year came in at $86.3 million. The year before, $78.0 million. So a business turning roughly eighty-something million a year in revenue gets valued at four hundred and fifteen, about five times sales. Up until Elon Musk showed up with SpaceX, people would look at these numbers skeptically. 

The same afternoon, a clear 77 degree day in Reno, the company signed a $75 million senior secured term loan from a lender group led by Energy Impact Credit Fund. The rate opened at the Secured Overnight Financing Rate (SOFR) plus 13.5 percent, and in late 2022 that landed somewhere near seventeen percent a year, with 6.5 of those points paid in kind. Paid in kind means you borrow more to cover the interest on what you already borrowed, which is a way of getting deeper without moving. The loan came wired with three financial covenants the company had to clear every quarter, a minimum cash balance, a senior leverage ratio, and a fixed charge coverage ratio. Trip any one of them and the lenders could call the whole seventy-five million on the spot.

They tripped all three of those covenants every quarter for three years running.

The earnout is where it gets interesting. An earnout is the extra stock the founders and early holders collect if the company hits certain marks after the deal, and it tells you what the team actually believed once the confidence stopped being performed at each other. Forty million contingent shares here, in three tranches. The first fifteen million would pay out if 2023 revenue landed at or above $250 million and operating income at or above $35 million. The next 12.5 million rode on the stock holding a $22.50 average. The last 12.5 million on $32.50.

Fiscal 2023 revenue came in at $64.4 million, less than a quarter of the mark, and operating income was a loss. By spring of 2025 the stock was under a dollar, which is when Nasdaq sends the letter it sends when a share price has sat below a dollar for thirty straight trading days and somebody at the exchange has noticed you.

Nobody writes a $250 million target onto an $86 million company because they think it will triple in a year. You write it because the valuation needs a number to lean on, and an earnout gives a wish the shape of a plan. The bridge was paper. They set out across it and hoped for still air. This is where I insert a tasty anecdote about sailors, the weather, and people leaving the dock when storm clouds are already gathering. Let’s say it seems likely that the air was far more turbulent than they hoped. 

The men who left

Thirty-one days. That is how long it took for Sean Nichols to go. He was the co-founder and chief operating officer, there since the start, and he stepped down November 7, 2022, five weeks after the deal that made the company public. Biden and Trump are winding up their run for the presidency, and Ukraine was expecting massive attacks against its electric grid. With that backdrop, he walked out with $1.1 million in separation, a hundred grand up front and the rest across twenty-four monthly checks, a twelve-month non-compete, and every share he held vested on the way out the door. The reason on file was that he was pursuing other interests. I have sat in enough rooms with people saying they were going to spend more time with their family, to know that phrase is a suitcase with other phrases packed inside it.

Six months on, April 2023, Nicole Harvey, the chief legal officer, was gone too. Seven hundred and twenty thousand across twenty-four months. Same exit clause wording, same results.

Then, in August 2023, John Marchetti, the chief financial officer, exited. Before this job Marchetti spent years as a Wall Street research analyst covering battery companies, which means he had spent years reading the financials of businesses shaped exactly like this one. Whether that made him the right man for the seat or the man who could see the weather coming faster than anyone else is a thing I keep chewing on. He resigned as chief financial officer (CFO) in August 2023. Phares picked up the interim CFO title that day and has not put it down since, which by the most recent quarterly filing means he was still signing as both chief executive and interim finance chief. Interim has stopped meaning anything. Marchetti hung on as an operations officer until April 2024, when the company let him go, and on the way out he forfeited a $215,000 contingent cash award and 239,259 unvested shares because the trigger for that money was the company reaching $30 million in cash, and it never got there.

Three of the four top people from just after the merger, gone inside eighteen months. Around $1.8 million in separation across them, all of it laid out in the proxy filings like the ordinary turnover that follows a merger, which sometimes it plainly is, and maybe that is all this was.

But Nichols keeps snagging the limelight, the co-founder gone in thirty-one days. He sat across the table from that loan and those covenants and that fantasy revenue target and whatever else he knew that I am now reading between the lines of, and he decided the exit package beat the ride. That proves nothing on its own. I just wrote it down and kept moving.

Three auditors, and a weakness that started early

A public company does not run through three outside audit firms in three years unless something keeps rubbing between the company and the people paid to sign off on its books. Of course, that’s not a rule. It just feels from experience like a truism.

Start earlier than the merger, because the trouble always seems to come out of nowhere but never does. In the annual report for fiscal 2021, before the SPAC deal closed, the company already told the world it had found a material weakness in its internal control over financial reporting. A material weakness is the serious tier of accounting problem, the kind where a real error could get through, and nobody would catch it. I can hear George Takei saying “Oh my!” That first one traced to how the company classified certain redeemable shares as temporary equity, which is a SPAC-flavored accounting question. One weakness, named and disclosed.

By the fiscal 2022 annual report it was not one weakness. It was, shall we say, several, and the company spelled them out: too few accounting and financial reporting people with the right training, weak identification and assessment of the risks hitting its controls, and a weak process for judging whether its controls were even working. Management’s own conclusion, in its own filing, was that internal control over financial reporting was not effective as of December 31, 2022. That is no stray footnote. It is a company saying, on the record, that the machinery producing its numbers could not be relied on. 

The auditors tell the same story. BDO USA audited fiscal 2022 and attached a going-concern paragraph, which is the auditor saying out loud that there is real doubt the company can keep operating. That is not a death certificate, but it is a warning worth noticing and considering. BDO was replaced by Marcum in November 2023. Marcum audited fiscal 2023 and 2024 and carried the going-concern language too. Then CBIZ bought Marcum’s audit business on November 1, 2024, and on March 21, 2025, Marcum told the company it would resign as soon as the 2024 annual report was filed. The company brought CBIZ in the same day. The change was housekeeping from the acquisition, and the filing says there were no disagreements between the company and Marcum. What that same filing also does, and this is a point I want to be careful with, is refer back to the material weakness already disclosed in the 2023 annual report. It does not say Marcum went looking and found something new on its way out. The weakness was already on the books. Marcum’s exit just pointed at it in passing.

Wrap the late filings around all of that. The company missed the deadline for its 2022 annual report and filed the notice you file when you are going to be late. It then amended that notice on April 3, 2023, to say it was still sorting out the accounting for a merger that had closed six months earlier and expected to report material weaknesses. It missed the deadline for the 2023 annual report too and filed the same kind of notice again.

Line these things up like meth-fueled raccoons playing dominoes. I have some experience with audits that have material weaknesses, and with meth-fueled raccoons, and they are about the same. A material weakness disclosed for 2021. More of them for 2022, with management conceding its controls did not work. Late annual reports two years straight. Three audit firms in three years, each new set of eyes inheriting a going concern flag. And the question that floats up out of that water is not comfortable: if the controls were this shaky right through the merger and past it, what did the books look like in the years the public never got to inspect? A SPAC deal skips the traditional IPO and the scrubbing that comes with it. That is not a crime. It is what the SPAC structure is for. It just means nobody ran the full public-market examination before the shares started trading, and the record we do have opens with a weakness the company found in itself.

The treadmill

The covenant record makes more sense seen all at once than one waiver at a time.

Loan closes October 7, 2022. First waiver, March 29, 2023, the first full quarter of public life. They miss the tests. The lenders waive it and take penny warrants in return, warrants to buy stock at a penny a share, good for ten years, exercisable whenever the lenders feel like it.

After that came a waiver in September 2023, another in December 2023, and a May 2024 waiver on the first quarter. Then the amendments started stacking up, a first in June 2024, a second in July, a third in September, a fourth in December, a fifth in February 2025, round after round. Every quarter the company came back with its hat in its hands, and every quarter the lenders reached into the hat and take a little more of the equity.

The price on those warrants slid over time. The 2023 and mid-2024 waivers priced them at nine cents a share. By the fourth amendment in December 2024 the price had dropped to a single penny, and the stock itself was trading under a dollar and heading for that Nasdaq letter in May 2025. Penny warrants on a sub-dollar stock. The company had to run a shareholder vote in early 2025 just to authorize issuing more than twenty percent of its outstanding stock to cover the warrants, because the Nasdaq rules force a vote when you hand out that much stock below the going price.

From inside that building the rhythm had to be brutal. Every ninety days the company walked into a room and told the people who lent the money that the numbers had come up short again, and every ninety days the lenders said fine, we will not call the loan, but open your hand, and took another sliver of the company at a penny a share. They were in no rush, and why would they be, since they were collecting ownership for almost nothing, and the currency they paid in was the favor of not dragging anyone into court. The company survived. The cost of surviving was that the people who lent the money kept becoming, a little more each quarter, the people who owned it.

Three years of that. I finished one drink and started building another somewhere around the fourth amendment while Gary’s memo sat there untouched, where it still sits. Will Gary ever get his memo?

The man who owned it, and then did not

While the lenders were taking their slices, something quieter was happening to the man who started the company, and it is written into his own filings if you go looking. Denis Phares, the founder and chief executive, has to report his ownership to the SEC on a form called a Schedule 13D, and he has to amend it every time his stake changes enough to matter. He amended it five times, and the five amendments in sequence show a founder losing his company without selling a single share.

In November 2024 his filing put him at about 24.7 percent of the company, a little under a quarter of everything, held as roughly 1.8 million shares. By January 2025 the same holding came to 24.5 percent. By February 2025 it was 18.0 percent. And by the summer of 2025 his filing stated, in his own words, that his holdings came to approximately 2.92 percent, and that he had ceased to be the beneficial owner of more than five percent of the company he runs.

Here is the part that matters, and I want to be fair to him about it. He did not sell. The filings say so plainly, no transactions in any of the windows they cover. His actual share count barely moved the whole time, hovering right around 1.8 million shares. What moved was everything around him. The company had roughly 7.2 million shares outstanding when he was at a quarter of it. By the summer of 2025 it had 61.7 million. The company printed itself about eight times larger to stay alive, through the penny warrants and the preferred conversions and the offerings, and every share it printed made his slice smaller. He held still and the ground moved under him.

I looked hard at whether this was something other than plain dilution, because there is a version of this where a founder shifts stock into a trust to protect it and the percentage drop is just paper. He does have a trust, the Phares 2021 grantor retained annuity trust (GRAT), set up back in July 2021. But it held exactly 135,323 shares in every one of the five amendments and never grew by a single share. It was not a shelter he was quietly feeding while the public number fell. It sat there, small and unchanged, the same before the crisis as during it. So the simple reading is the true one. The man kept his shares, watched his ownership evaporate, and stayed in the chair as chief executive, president, and the interim finance chief he has been for almost three years.

There is a colder way to read what came next, and honesty means putting it on the table next to the sad one. In March 2026, once the dilution had done its work, the board granted him fresh equity, options on 38,269 shares priced at $2.99, vesting over three years, on top of new restricted stock. You can read that as a company rebuilding an ownership stake for a founder who got wiped out through no fault of his own, which is the humane reading and probably the right one. The colder reading is that insiders were quietly re-equitizing themselves at the bottom, at a price set by the wreckage, after the painful dilution had already landed on everyone else. The filings show the grants and the timing. They do not show the intent, and I am not going to pretend they do. Both readings live in the same set of facts, and a careful person holds both.

The money runs downhill

In 2022, the year of the merger, revenue was $86.3 million. The earnout was busy telling a story about two hundred fifty. Here is where the number actually went.

2023 brought $64.4 million, a drop of $21.9 million, down about a quarter in a single year. 2024 brought $50.6 million, down another $13.8 million, another fifth gone. Two years into public life the company had shed $35.7 million of revenue, roughly forty one percent of where it stood the day it rang the bell.

The consumer side took it worst. Direct to consumer, the vanlifers and the boaters and the RV people who built the Battle Born name into something you would put on a bumper, fell from $36.9 million in 2023 to $22.6 million in 2024. Down thirty nine percent in twelve months.

The company pinned it on a soft RV market and a squeezed consumer, and both of those are real forces that hit the whole industry. But sitting in the 2024 earnings release is a line the company would clearly rather not have written, delivered the way you deliver a thing the rules make you say: the largest original equipment manufacturer (OEM) customer had moved Dragonfly’s battery from standard equipment to an option.

When the battery is standard it rides in every unit that leaves the line, and when it is an option it rides in whatever slice of buyers tick the box and pay extra. That change is not housekeeping. It is a major customer looking hard at your product and deciding to make it less prominent. New OEM customers were coming aboard at the same time, which is why the overall OEM revenue number sat roughly flat, and flat here means the new business was mostly backfilling what the demotion took away, the company running hard to hold still. And nowhere in any filing does the company say why the big customer made that call, which leaves me out in the reeds staring at the shape of something I cannot fully make out.

Give the company its due on one point, because the record does turn. Revenue climbed back to $58.6 million in 2025, up from $50.6 million, a real move in the right direction. The hole was real and so was the climb out. If I am going to sit here picking the company apart instead of doing my actual job, I owe it that much.

What I found around two in the afternoon

Let me tell you exactly where I was when I hit the customs line, because the where is part of it.

Third (maybe) drink, sun high, working through my notes on the quarterly filings, and I ran into a sentence in the Q1 2025 quarterly report saying the company had discovered in 2024 that it had been underpaying tariffs to U.S. Customs and Border Protection. About $1.66 million in the aggregate, the filing says, from the improper classification and valuation of certain products used in its batteries. They reported it themselves. Credit where it is due for self-reporting. I might make a long trip into a diatribe about tariffs at that point and time, but I won’t mention that tariffs in 2025 and 2026 were stupid is as stupid does. 

Then I kept reading. In June 2025 a fuller internal review turned up another $290,000 that had also been misclassified, also reported, with a payment plan set at $50,000 a week. By March 2026 the principal was paid off, and the company still carried an estimated $300,000 on its books for interest that Customs had not yet confirmed.

The misclassified products are imported components. The cells come from two suppliers in China, and the battery management system comes from a single supplier in China that has built it for close to a decade to Dragonfly’s own design. It is custom work with no shelf you can pull a replacement off of, a single source. And for some stretch of time the filings never pin down, the company was paying the wrong rate or valuing those parts wrong at the border, or both, and nobody caught it.

This is landing in the same years the company was filing its annual reports late and telling the world its internal controls were not effective. I am setting those facts next to each other not to accuse anybody of anything, but because they are the same company in the same window, and problems in a system tend to be relatives. They usually share a bloodline.

Then I found the part that made me set the phone down. I refilled my drink and added a little extra octane because that’s why I do when I don’t know whether to laugh or cry. In its own risk factors section in a 2026 quarterly filing, the company warns investors, in so many words, about changes to what it owes Customs resulting from improperly identifying the tariff rate payable on its products. It took the thing that already happened and rewrote it as a risk that might happen. That is the correct and lawyerly way to handle it. It also means the company is now on record saying this could happen, because it already did once. That is the kind of sentence that keeps me on the boat another hour when I should be somewhere else.

One supplier for the brain

If there is one stretch of this that could almost pass for the work I promised, it is the supply chain, and I have told myself that lie more than once today to keep reading. Really, I’m just learning about another vertical and applying supply chain risk management in a new and interesting inebriated way.

The cells inside a Battle Born battery, the lithium iron phosphate cells that hold the charge, come from two suppliers. Both in China. That is concentration, and it is not unusual for the industry, but it is real, and it is the kind of thing I cannot stop turning over because I think it is an industry wide risk that people undersell at lots of companies.

The battery management system is the one that keeps me drinking because I sleep about one foot above 600AH of Li-Ion batteries with an internal BMS. And I like living and not being on fire. The BMS is the brain of the pack. It decides when to charge, when to quit charging, when to shield the cells from heat, when to shut the whole thing down before something goes wrong. It comes from one supplier in China, a shop that has built this exact part for close to ten years to Dragonfly’s proprietary design, which means it is bespoke, which means there is no drop-in replacement you can phone somebody for on a bad Tuesday. One source, one country, for the component that runs everything. And across 2025 and 2026 the trade weather between the United States and China was the kind of thing that led the morning news more days than not.

In 2025, I was ignoring much of the national and international politics while my wife recovered from cancer and I rebuilt a rudder, sailed in fair winds and following seas, and basically ignored the world except for some forays driven by people like Gary, who ask me the strangest questions. You’d think in 2025 I was a supply chain risk management expert from the kinds of questions I got. Gary and a few of those people asking me questions is why I haven’t bought a bottle of bourbon in years, and why the hold of Eoti looks like a liquor store.

The supply chain exposure is simple to state. If that one supplier drifts on quality, Dragonfly has a quality problem. If it gets caught by export controls or sanctions or a fire or a factory shutdown, Dragonfly has a supply crisis and no bench. The company flags the single-source risk every quarter, all the right language. What it does not show anywhere is a plan that has actually landed to change the arrangement in nearly a decade. A company facing a risk like this can mitigate it, or transfer it, or simply accept it and carry on. Accepting risk is what attorneys call deferred liability. It sits silently on the balance sheet as a debit that nobody can see. At this point, I was waving my hands in my best Obi-Wan, “These are not the material risks you seek.”

You know, I’ve served on working committees for ANSI and ISO on a few matters. One of the members of my dissertation committee signed me up and said it was penance for making him read my dissertation. Certifying at any level of ISO is not trivial, and saying you are going to get a certification is not to be taken lightly. And then there was the detail that sat with me the longest. The International Organization for Standardization standard ISO 9001 is the baseline quality management certification, the floor most serious manufacturers in this space stand on as a matter of course. In a 2025 grant description filed with the SEC, the company listed advancing toward ISO 9001 certification as a project goal. You describe a thing as something you are advancing toward when you are reaching for it, not when you already hold it. This is a company that has been building batteries for a decade and has sold more than 382,000 units into the field, and it is still reaching for the floor.

I put the phone down again there, not for effect, because sometimes you read a line and it needs a minute before you can write it down straight. Okay, maybe it’s a budget brand. Yeah, it has a huge following. But it’s highly caustic and explosive, with a tiny little controller that sits mere feet from my most intimate parts, about waist height under my bed platform in the stern cabin. 

What they did with the name

July 2024. The company was eighteen months into the treadmill, revenue sliding, consumer sales falling, lenders skimming penny warrants every quarter. Into that, the company cut a deal with Stryten Energy, a big Georgia battery maker, and handed Stryten an exclusive worldwide license to sell batteries under the Battle Born name across six markets: automotive, marine, powersports, lawn and garden, golf cart, and military and defense.

Stryten paid five million up front, with royalties on net sales in the mid single digits capped at $25 million total, on a license that runs perpetual. At the same moment, Dragonfly moved the Battle Born trademark rights into a brand-new subsidiary called Battle Born Battery Products LLC, a company that had not existed before this deal, then licensed those rights back to itself for everything outside Stryten’s six markets.

The five million helped, and I mean that. The company books it as deferred revenue and lets it bleed into income at a quarter million a quarter across five years, which is real money when your consumer channel just dropped fourteen million in a year. But look at how the company itself classifies the deal in its accounting notes, because that is the tell. It calls this a right-to-access license, meaning Stryten is paying for ongoing use of the Battle Born brand as it lives and changes over time, not a one-time handoff. And the royalties, the part that was supposed to add up to as much as $25 million, only get recognized when Stryten’s own sales happen. Through the most recent filings that royalty line is not showing much of anything. If Stryten were moving serious volume under the Battle Born name, the royalties would show it, and they do not. So the honest read is that the company pledged its own consumer brand for a five million dollar bridge during the worst of the cash crunch, and the promised upside beyond that upfront check had not arrived in the numbers.

But I am out here reading structures, and here is the structure. Stryten is now building batteries and stamping the Battle Born name on them and selling them into marine and automotive and golf cart use, and Dragonfly does not control what Stryten builds or how Stryten builds it. If a Stryten-made Battle Born battery fails on the water, the name that fails is Battle Born. The brand eats the damage. The manufacturing call that caused it belonged to Stryten.

I am not saying that happens. I am saying the structure makes room for it, and the structure got built in July 2024, in the middle of a rough stretch, for five million dollars in the door. Two things are true at once. The money helped, and the arrangement pushed some future quality risk into a place where it is harder to trace back to the people who made it. I have written both of those down in the margin of a document that is not the one Gary is waiting on.

The crowd turns

Battle Born grew up on one kind of buyer, the RV owner and the van person and the boater who reads forums for three weeks before spending a dollar and trusts the guy on YouTube who ran the thing in his own driveway over any brochure ever printed. That crowd built the brand.

That same crowd is the most dangerous kind to have the day the reviews turn, because the person who researches for three weeks before buying also researches for three weeks after hearing something bad, and they gather in the same forums and channels, and word moves through that world fast.

Consumer revenue fell from $36.9 million in 2023 to $22.6 million in 2024, down fourteen million and change. The company said soft RV market, squeezed consumer, both true. Then in the first quarter of 2026, consumer revenue came in at $3.7 million against $5.0 million the year before, and the quarterly filing added a new line to the explanation: increased negative third party online commentary about some of its products, which may have hurt customer sentiment and added to swings in demand.

There is a lot buried in that one line. A public company is telling the SEC that somebody on the internet was saying things about its products that were costing it sales. It cannot name the source, because the lawsuit had not been filed yet. It cannot put a dollar figure on it, because the number is tangled up with everything else going soft. So it tucks the line third in the list, behind the RV market and behind the macro conditions, in language so mild you can slide right past it. But it is there, in a filing for the period that ended March 31, 2026. The lawsuit landed June 1, 2026.

Two months between the disclosure and the courthouse. The revenue data was already in hand. Somebody in Reno spent those two months running the math and decided the answer was a lawsuit.

The lawsuit

William Errol Prowse IV, known online as Will Prowse. A YouTube channel about solar and battery systems, an audience drawn from the exact crowd that built the Battle Born name. The company filed a trade libel suit against him and his company, Prowse Publications LLC, in the Second Judicial District Court of Nevada on June 1, 2026.

Here is what the complaint alleges, as the 8-K and the company’s own press release describe it. That Prowse took more than $200,000 from Dragonfly over several years in affiliate commissions, advertising fees, and related perks while he was promoting Battle Born products. That he later denied that money in public. That the negative videos only went up after those affiliate and advertising arrangements ended. That he ran the videos on monetized channels carrying affiliate links to competing products. And that he altered the batteries before testing them, physically pulling out structural components and running already damaged units out of spec, then presenting the results as straight technical analysis, which the company calls a materially inaccurate picture of how the batteries actually perform.

The company wants damages and an order to stop the statements it says are false.

What the public filings do not carry is a point by point engineering answer to what Prowse actually showed. The 8-K calls the testing method manipulated. The press release says the batteries are ETL Listed by Intertek to Underwriters Laboratories standard UL 2054 and International Electrotechnical Commission standard IEC 62133 and that more than 400,000 have gone into the field with a strong safety record. That is a certification argument. It is not a frame by frame rebuttal of what ran on camera.

And trade libel is a hard row. You have to prove specific statements of fact were false, that they were made knowing they were false or with reckless disregard for whether they were, and that they caused real economic harm, all of it, not one piece. Proving that means discovery, and discovery cuts both ways. Prowse’s lawyers get to ask for the company’s internal communications about product quality, its customer complaint records, its warranty claim history, its own internal testing, anything that bears on whether the statements were true or false.

The company that walks into that discovery has a history. It disclosed a material weakness in its controls as far back as fiscal 2021 and more of them for 2022, that ran late on two annual reports, that carried a going concern flag through three straight auditors, that is still reaching for the baseline quality certification after a decade, and that leans on a single Chinese supplier for the brain of every battery. Maybe none of that touches the libel claim. Maybe the internal quality record is spotless and the suit wins clean on the merits and Prowse turns out to have done exactly what the complaint says.

But the people who chose to file are the same people who already know what is in those internal files. They made the call anyway. I find that interesting, the plain way, the way you find any decision interesting when it is made by people who know more than you do about what they are deciding.

The deal that reset the clock without stopping it

October 2025. The company raised $83.5 million in a public stock offering and finally did the thing it should have been able to do years earlier. It restructured the loan.

Forty five million went straight to paying down principal. The lenders agreed to convert another $25 million of what was owed into Series B preferred stock at $3.15 a share, and they forgave five million outright. What was left was $17 million at a fixed twelve percent, due October 2027.

On the income statement the restructuring shows up as a $31.2 million loss on the extinguishment of debt, which is why the 2025 net loss ran to $69.9 million even as the operating losses were actually shrinking. The underlying business was getting better and the bottom line looked worse, both at the same time, because that is how forgiving and converting debt gets accounted for.

Here is the part that keeps the story from ending happily. The people who used to be the lenders are now the holders of that Series B preferred. It pays an eight percent cash dividend plus another two percent paid in kind. The company has to spend a quarter of the proceeds from any future stock offering redeeming it. And if it has not redeemed the preferred by October 7, 2027, the holders can force the company to. That is the same window the remaining loan comes due. Two clocks, one date, the same creditors wearing a different hat.

By the most recent quarterly filing, March 31, 2026, cash was down to $8.6 million from $18.3 million at the end of 2025, because the company burned $8.8 million running operations in a single quarter. In January 2026 it set up a $50 million at-the-market program, the kind that lets you dribble stock into the open market for cash whenever you need it. That tool is useful, and it also tells you something about what a company expects its own cash generation to look like. You do not build a fifty million dollar drip line if you think the well is about to fill on its own.

What the water will not show me

Everything above came straight out of the filings. Every number, every date, every quote. I did not invent anything and I am not pretending to know things I cannot see from a boat. But being honest means naming the questions the documents raise and then refuse to answer, because those are usually the ones worth the most.

If they missed every covenant every quarter for three years, what does that say about the projections behind a $415 million valuation on an $86 million company? Were the $250 million target and the stock-price tranches real estimates that curdled when the RV market turned, or were they always numbers picked to carry a price the deal needed carried? I cannot answer that from out here. What I can say is that the first covenant miss came in the first full quarter, the going concern flag came in the first audit, and the material weakness showed up as early as the fiscal 2021 report, which means whatever was coming was visible to somebody in that room before the ink was dry.

The warranty numbers I want to handle carefully, because they cut in more than one direction. Quarterly warranty expense fell from $541,000 in the first quarter of 2024 to $123,000 in the first quarter of 2025 to $98,000 in the first quarter of 2026. That trend is good. But the warranty reserve, the money set aside for future claims, grew from $514,000 at the end of 2024 to $867,000 at the end of 2025. A rising reserve against falling quarterly expense can mean the company is being appropriately careful about a growing fleet of batteries aging in the field. It can also mean something else. I am noting the pattern, not diagnosing it, because the filings do not tell me which it is and I will not pretend they do.

If the Prowse videos were doing the damage the 2026 filing hints at, when did the damage start? The consumer channel fell fourteen million in 2024, and the company chalked all of it up to the market. The online commentary does not surface as a named factor until 2026. Was 2024 purely the RV slump, or was the commentary already in the water and just not named yet? From outside, I cannot tell.

And the one I keep circling back to, the uncomfortable one that is also the right one. What did the lenders and the SPAC sponsors know about this company’s controls and its covenant math when the deal closed on October 7, 2022? These are sophisticated parties who do not miss much. The first covenant failure came in the first quarter. The going concern flag came in the first audit. None of that developed slowly, it was there at the start, and somebody on the other side of that table saw it coming, and the deal closed anyway. I find the shape of that interesting too.

What I know when Gary calls

Gary is going to call. It is only a matter of when. He has a memo to file, and I have spent most of a good day and night on a boat doing everything except writing it.

So here is what I actually know, straight from the documents.

Battle Born batteries are a real product with real certifications. ETL Listed by Intertek to UL 2054 and IEC 62133. A ten year warranty. More than 382,000 units sold into the field in real use. None of that is made up. I do have questions about the 382K units but that is for a different time.

And the company that makes them went public through a structure that loaded it with debt on terms it could not meet from the very first quarter, at a valuation that would have needed the company to triple revenue in a year, with internal controls it admitted were not effective. Three audit firms cycled through in three years, and the annual reports came in late two years running. Somewhere in that stretch the company found it had been misclassifying imported parts at the border, and its most important OEM customer quietly moved the battery from standard equipment to an option. Revenue fell forty one percent from its peak before clawing part of the way back. The founder watched his own stake fall from nearly a quarter of the company to under three percent without selling a share, diluted to almost nothing by the stock the company printed to survive. The finance chief seat has sat filled only on an interim basis for nearly three years, the baseline quality certification is still something the company is reaching for after a decade in business, and the brain of every battery still comes from one supplier in China with no backup disclosed.

Then a YouTube reviewer put out videos the company says were made with altered batteries run out of spec, and those videos showed up in the company’s own SEC filings as a drag on sales, and the company answered with a trade libel suit that is going to pull its internal quality records into discovery.

The suit might be right. The product might be everything the company says it is. The testing might have been exactly as rigged as the complaint claims. I cannot know any of that from out here, and neither can anyone else who was not in the room or behind the camera.

Somehow, I ended up at a dive bar scribbling on napkins. Here is the thing I keep turning over on the ride back to the dock. A company with 382,000 units in the field, certified by Intertek, selling to Keystone and THOR and Airstream and REV, standing behind a ten year warranty, answers a YouTube reviewer with a lawsuit rather than putting the batteries on a table, calling the cameras in, and running the test right on video for the crowd to watch. Why is that not the answer?

The filings do not say, and they never do on the questions that matter most, which is why I am still out here in the reeds instead of writing Gary his memo.

Gary, I am going to need another day.

SOURCE NOTES

1.  Merger valuation of $415 million against $10.00 per share and up to 40,000,000 earnout shares in three tranches (first tranche 15,000,000 shares at 2023 revenue of at least $250 million and operating income of at least $35 million. second tranche 12,500,000 shares at a $22.50 volume-weighted average. third tranche 12,500,000 shares at $32.50) disclosed in Form 10-K for fiscal year ended December 31, 2022. Full year 2022 net sales of $86.3 million and 2021 net sales of $78.0 million in the same filing. Full year 2023 net sales of $64.4 million in Form 8-K dated March 24, 2025.

2.  Term Loan, Guarantee and Security Agreement dated October 7, 2022, incorporated by reference into Form 10-K/A for fiscal year ended December 31, 2022, filed May 1, 2023. Opening rate of SOFR plus 13.5 percent with 6.5 points paid in kind, plus the three financial covenants (minimum liquidity, senior leverage ratio, fixed charge coverage ratio), described in that agreement and in the Form 10-K/A related party and debt sections.

3.  Sean Nichols separation agreement dated October 25, 2022 ($1.1 million, twelve month non-compete, full equity vesting) and Nicole Harvey separation agreement dated April 26, 2023 ($720,000) disclosed in Form 10-K/A for fiscal years ended December 31, 2022 and 2023, Part III, Item 13. CFO resignation August 2023, Denis Phares assuming Interim CFO, Marchetti termination April 2024, and forfeiture of a $215,000 contingent cash award conditioned on a $30 million cash balance and 239,259 unvested RSUs disclosed in Form 10-K/A for fiscal year ended December 31, 2023, Part III, Item 11. Phares still signing as Chief Executive Officer and Interim Chief Financial Officer in Form 10-Q for the quarter ended March 31, 2026 (Section 302 and 906 certifications).

4.  Material weakness first disclosed in the Annual Report on Form 10-K for fiscal year ended December 31, 2021 (related to classification of redeemable shares of common stock as temporary equity). Multiple material weaknesses disclosed in the Annual Report on Form 10-K for fiscal year ended December 31, 2022 (relating to insufficient accounting and financial reporting resources, ineffective identification and assessment of risks, and ineffective evaluation of whether control components were present and functioning), with management concluding internal control over financial reporting was not effective as of December 31, 2022. Late filing notices: Form 12b-25 for fiscal year 2022 filed March 31, 2023 and Amendment No. 1 filed April 3, 2023 (expected material weaknesses). Form 12b-25 for fiscal year 2023 filed April 1, 2024.

5.  Auditor changes and going concern language: BDO USA (fiscal 2022) and Marcum LLP (fiscal 2023 and 2024) going concern opinions referenced in Form S-3 filed February 3, 2025 and in the Form 8-K dated March 21, 2025. That 8-K states CBIZ acquired Marcum’s attest business on November 1, 2024, that Marcum notified the company on March 21, 2025 of its resignation effective upon filing the 2024 Form 10-K, that there were no disagreements, and that Marcum’s report on the 2023 financials was clean except for a going concern explanatory paragraph. The 8-K references the material weakness disclosed in the 2023 Annual Report as a prior reportable event. it does not attribute a new finding to Marcum.

6.  Waiver and amendment sequence disclosed in the Prospectus Supplement dated February 26 to 27, 2025 and related 8-Ks: waivers/amendments on March 29, 2023. September 2023. December 2023. May 13, 2024 (May 2024 Penny Warrants, 283,334 shares at $0.09). First Amendment June 28, 2024 (233,334 shares at $0.09). Second Amendment July 29, 2024. Third Amendment September 30, 2024 (333,334 shares at $0.09). Fourth Amendment December 31, 2024 (350,000 shares at $0.01). Fifth Amendment February 26, 2025 (330,000 shares at $0.01). Shareholder approval for issuance of up to 3,130,000 shares underlying the warrants sought under Nasdaq Rules 5635(b) and 5635(d).

7.  Nasdaq minimum bid price deficiency letter received May 14, 2025, disclosed in Form 10-Q for the quarter ended March 31, 2025. Reverse stock splits: 1-for-9 effected November 22, 2024 (disclosed in later filings). a separate reverse split at a ratio of 1-for-10 approved by the Board December 2, 2025 following October 15, 2025 stockholder authorization, disclosed in the corresponding Form 8-K.

8.  Full year net sales of $50.6 million (2024) and $58.6 million (2025), and full year 2024 direct-to-consumer revenue (DTC) of $22.6 million versus $36.9 million (2023), disclosed in Form 8-K dated March 24, 2025 (Exhibit 99.1) and the fiscal 2025 earnings release. Largest OEM customer moving the product from a standard offering to an option disclosed in the Exhibit 99.1 to Form 8-K dated March 24, 2025.

9.  Tariff underpayment of approximately $1.66 million disclosed in Form 10-Q for the quarter ended March 31, 2025. Additional $0.29 million found in June 2025 with a $0.05 million per week payment plan, principal paid in full by March 31, 2026, and an estimated $0.3 million interest liability disclosed in Form 10-Q for the quarter ended March 31, 2026. Forward-looking risk factor language regarding improperly identifying the applicable tariff rate payable on the company’s products appears in the same 2026 filing.

10.  Two China-based cell suppliers and a single China-based battery management system supplier with a nearly ten year exclusive relationship built to the company’s proprietary design, disclosed in Form 10-K for fiscal year ended December 31, 2022 (supply discussion) and in Form 10-Q for the quarter ended March 31, 2026 (risk factors and MD&A). Advancing toward ISO 9001 certification described in the Nevada Tech Hub award description in the Prospectus Supplement dated February 2025. More than 382,000 batteries sold since 2020 stated in Form 10-Q for the quarter ended March 31, 2026.

11.  Trademark License Agreement dated July 29, 2024 with Stryten Energy LLC filed as Exhibit 10.1 to Form 8-K filed July 31, 2024: $5 million initial fee, mid single digit royalties capped at $25 million, perpetual license across automotive, marine, powersports, lawn and garden, golf cart, and military and defense. Transfer of the Battle Born trademark rights to Battle Born Battery Products LLC and retained license outside Stryten’s markets disclosed in Form 10-Q for the quarter ended March 31, 2025, Note 7. Straight-line recognition of the $5 million fee (approximately $250,000 per quarter), classification of the arrangement as a right-to-access license under Accounting Standards Codification (ASC) Topic 606, recognition of royalties only when the licensee’s underlying sales occur, and the remaining deferred revenue contract liability of approximately $3.33 million at March 31, 2026 all disclosed in Form 10-Q for the quarter ended March 31, 2026, revenue recognition and license notes.

12.  Negative third party online commentary language and Q1 2026 DTC of $3.7 million versus $5.0 million in Q1 2025 disclosed in Form 10-Q for the quarter ended March 31, 2026 and Form 8-K dated May 14, 2026. Trade libel lawsuit against William Errol Prowse IV and Prowse Publications LLC filed June 1, 2026, disclosed in Form 8-K filed June 2, 2026. Allegations of more than $200,000 in prior affiliate and advertising benefits, public denial of that relationship, publication after those arrangements ended, competing affiliate links, and alteration of batteries before testing (removing structural components and running already-damaged units out of spec) stated in the Dragonfly Energy press release dated June 2, 2026 and summarized in the 8-K. ETL Listed by Intertek to UL 2054 and IEC 62133 and more than 400,000 units deployed cited in the same press release.

13.  Sixth Amendment to the Term Loan dated October 20, 2025, filed as Exhibit 10.1 to Form 8-K filed October 20, 2025: $45 million prepayment funded from the October 2025 offering, $25 million converted to Series B preferred at $3.15 per share (7,936,508 shares), $5 million of principal forgiven, and remaining principal of $17 million at a fixed 12 percent maturing October 2027. Series B preferred terms of an 8 percent cash dividend and 2 percent paid in kind, mandatory use of 25 percent of future offering proceeds to redeem, and a holder redemption right if not redeemed by October 7, 2027, in the same filing. Public offering net proceeds of $83.5 million and the $31.2 million loss on debt extinguishment reflected in the fiscal 2025 results (Form 8-K/A and Form 10-Q for the quarter ended March 31, 2026). Cash of $8.6 million at March 31, 2026 versus $18.3 million at year-end 2025, and operating cash use of $8.8 million for the quarter, in Form 10-Q for the quarter ended March 31, 2026. The $50 million at-the-market program established January 30, 2026 disclosed in the same filing.

14.  Warranty expense of $541,000 (Q1 2024) and $123,000 (Q1 2025) from Form 10-Q for the quarter ended March 31, 2025. $98,000 (Q1 2026) from Form 10-Q for the quarter ended March 31, 2026. Warranty reserve of $514,000 at December 31, 2024, $588,000 at March 31, 2025, $867,000 at December 31, 2025, and $861,000 at March 31, 2026, from the same two quarterly reports.

15.  Going concern progression: substantial doubt with an explanatory paragraph in the fiscal 2022 audited financials. Form 10-Q for the quarter ended March 31, 2025 stating strategic initiatives were not enough to completely alleviate the going concern. Form 10-Q for the quarter ended March 31, 2026 stating that although substantial doubt was initially raised, the company’s plans have alleviated it.

16.  Founder ownership: Schedule 13D/A amendments filed by Denis Phares reporting beneficial ownership of approximately 24.7 percent (Amendment No. 2, filed November 21, 2024, based on 7,217,232 shares outstanding), 24.5 percent (Amendment No. 3, filed January 6, 2025), 18.0 percent (Amendment No. 4, filed February 28, 2025, based on 10,006,479 shares outstanding), and approximately 2.92 percent as of the July 31, 2025 event date (Amendment No. 5, filed May 19, 2025, based on 61,724,470 shares outstanding), the last stating the reporting person ceased to be the beneficial owner of more than five percent. Direct holdings held roughly steady near 1.67 million shares across the amendments, and the amendments state there were no transactions by the reporting person in the reported periods. The Phares 2021 GRAT dated July 9, 2021 held 135,323 shares unchanged across all five amendments. Phares reported as Chief Executive Officer, President, and Interim Chief Financial Officer in Form 10-Q for the quarter ended March 31, 2026.

17.  Insider equity grants: Forms 4 filed for Dragonfly officers and directors record restricted stock unit grants under the 2022 Equity Incentive Plan dated March 15, 2026 and June 18, 2026 (transaction code A) and shares withheld for tax on vesting dated April 12, 2026 (transaction code F). The March 15, 2026 Form 4 for Denis Phares records a grant of options to purchase 38,269 shares at an exercise price of $2.99 per share, vesting in three equal annual installments. No open market purchases (code P) or sales (code S) appear in the Forms 4 held in the project repository.

Document References

These are the filings this piece was built on. Except where noted, each sits in the project repository as a Dragonfly Energy Holdings Corp. filing on the SEC Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system under the Central Index Key (CIK) 0001847986. The full filing index is at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=&dateb=&owner=include&count=100. The links below open the EDGAR results for each form type, where the individual documents can be pulled by date. A few notes on scope. The repository holds eighty-five separate documents, and every one is a distinct filing. The fiscal 2024 annual report appears as both the original 10-K and its 10-K/A amendment, not as a duplicate. The two March 31, 2025 items are the Q1 2025 quarterly report and the separate late-filing notice on Form 12b-25, again not a duplicate. The fiscal 2021 and fiscal 2022 annual reports and the 12b-25 late notices for those years, which inform the early-controls section, came from separately provided copies rather than the repository, and they are marked as such. The Schedule 13D amendments filed by the chief executive and the Forms 3 and 4 recording insider grants are drawn on directly in the section on founder ownership. The passive large-holder filings on Schedule 13G, filed by outside investment funds, were reviewed and carry nothing that bears on this piece, so they are grouped rather than itemized. My own draft files are excluded, as requested.

Annual reports (Form 10-K)

Fiscal year ended December 31, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-K&dateb=&owner=include&count=100

Fiscal year ended December 31, 2024.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-K&dateb=&owner=include&count=100

Fiscal year ended December 31, 2024, Amendment No. 1 (Form 10-K/A).  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-K&dateb=&owner=include&count=100

Fiscal year ended December 31, 2022, and Amendment No. 1 (Form 10-K/A). Provided separately, not from the project repository. https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-K&dateb=&owner=include&count=100

Fiscal year ended December 31, 2021. Provided separately, not from the project repository.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-K&dateb=&owner=include&count=100

Quarterly reports (Form 10-Q)

Quarter ended March 31, 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-Q&dateb=&owner=include&count=100

Quarter ended March 31, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=10-Q&dateb=&owner=include&count=100

Late filing notices (Form 12b-25)

Notice for the quarter ended March 31, 2025 (NT 10-Q).  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=NT+10-Q&dateb=&owner=include&count=100

Notices for fiscal years 2022 and 2023 (NT 10-K). Provided separately, not from the project repository.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=NT+10-K&dateb=&owner=include&count=100

Earnings and results (Form 8-K)

Fourth quarter and full year 2024 results, and auditor change, dated March 21, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

First quarter 2025 results, dated April 23 and May 15, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Second quarter 2025 results, dated July 29 and August 14, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Third quarter 2025 results, dated October 13 and November 14, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Full year 2025 results, and Amendment, dated March 16, 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

First quarter 2026 results, dated May 14, 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Debt, financing, and corporate events (Form 8-K)

Fourth Amendment to Term Loan and December 2024 penny warrants, dated December 31, 2024.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

February 2025 registered direct offering and private placement, dated February 26, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

LithiumHub patent litigation settlement, dated March 5, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

October 2025 public offering and Sixth Amendment to Term Loan, dated October 15 and 20, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Loan and offering matters, with Amendment, dated October 16, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Reverse stock split approval, dated December 18, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Trade libel lawsuit against William Errol Prowse IV and Prowse Publications LLC, dated June 1, 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Additional current reports across 2025 and 2026 covering offerings, Nasdaq correspondence, and governance, dated February 2025 through June 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=8-K&dateb=&owner=include&count=100

Registration statements and prospectuses (Forms S-1, S-3, S-8, and 424(b))

Registration statement on Form S-1, filed April 4, 2025, with Notice of Effectiveness dated April 10, 2025. The S-1 sets out the Stryten trademark license terms drawn on in the piece.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=S-1&dateb=&owner=include&count=100

Shelf and resale registration statements on Form S-3, filed February 3, 2025 and later, base prospectus dated November 24, 2023. https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=S-3&dateb=&owner=include&count=100

Equity incentive plan registration statements on Form S-8, filed November 2025 and March 2026.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=S-8&dateb=&owner=include&count=100

Prospectus supplements under Rule 424(b)(5), dated 2023 through October 2025, including the October 6, 2025 supplement describing the Nevada Tech Hub award and the advancing toward ISO 9001 language.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=424&dateb=&owner=include&count=100

Resale prospectuses and supplements under Rule 424(b)(3), including Supplement No. 3 dated February 27, 2025.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=424&dateb=&owner=include&count=100

Proxy materials (Schedule 14A) and other

Definitive proxy statement (DEF 14A) and preliminary proxy statement (PRE 14A) covering the warrant issuance approval and reverse stock split.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=DEF+14A&dateb=&owner=include&count=100

Notice of exempt offering of securities on Form D.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=D&dateb=&owner=include&count=100

Insider and large-holder filings (Schedules 13D and 13G, Forms 3 and 4)

Schedule 13D amendments filed by the chief executive: Amendment No. 3 (December 2024), No. 4 (February 2025), No. 5 (April 2025), and No. 6 (July 2025).  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=SC+13D%2FA&dateb=&owner=include&count=100

Forms 3 and 4 recording insider grants, including the March 15, 2026 option grants and later 2026 filings.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=4&dateb=&owner=include&count=100

Passive large-holder filings on Schedule 13G and 13G/A by outside investment funds. Reviewed and grouped, not itemized.  https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001847986&type=SC+13G&dateb=&owner=include&count=100

Company statement on the Prowse lawsuit, referenced for the allegations quoted in the piece: https://dragonflyenergy.com news release dated June 2, 2026. Every project file was read and identified this pass. The eighty-five documents break down as thirty-five current reports on Form 8-K and two amendments, three annual reports counting the 10-K/A, two quarterly reports and one late-filing notice, the S-1 and its effectiveness notice, two S-3 and three S-8 registration statements, nine 424(b) prospectus items, a definitive and a preliminary proxy, one Form D, four Schedule 13D amendments, six Schedule 13G filings, and thirteen Forms 3 and 4.

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