WARRANTS | NOTE 9 - WARRANTS Common Stock Warrants classified as Equity Public Warrants Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $ 11.50 0.01 16.00 9,487,500 The measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker DFLIW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. During the quarter ended March 31, 2023, the Company received proceeds from public warrant exercises of $ 747 64,971 Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) NOTE 9 - WARRANTS (CONTINUED) Common Stock Warrants classified as Liability Private Placement Warrants The Private Placement Warrants may not be redeemed by the Company so long as the Private Placement Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holders option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription Agreement). The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of one hundred eighty (180) days following the effective date of the Registration Statement to anyone other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. During the three months ended March 31, 2023, private placement warrant holders exercised 3,126,472 1,100,000 1,501,386 4,627,858 The Private Placement Warrants are classified as Level 2 as the transfer of private placement warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially similar terms as the Public Warrants (with the exception of a different remaining life). We determined, through use of a Binomial Lattice model, that the fair value of each Private Placement Warrant less a discount for the difference in remaining life is equivalent to that of each Public Warrant. Term Loan Warrants In connection with the entry into the Term Loan Agreement, and as a required term and condition thereof, the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 2,593,056 1,600,000 10 457,142 1,250,000 1,248,294 Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) NOTE 9 - WARRANTS (CONTINUED) Common Stock Warrants classified as Liability (Continued) The following table provides the significant inputs to the Black-Scholes method for the fair value of the Penny Warrants: SCHEDULE FAIR VALUE WARRANTS As of March 31, 2023 As of December 31, 2022 Common stock price $ 3.00 $ 11.09 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 9.52 9.77 Volatility 89.00 % 90.00 % Risk-free rate 3.43 % 3.90 % Fair value $ 2.99 $ 11.89 The following table presents a roll-forward of the Company’s warrants from January 1, 2023 to March 31, 2023: SCHEDULE OF ROLL FORWARD IN WARRANTS Private Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 4,627,858 Exercise of warrants (3,126,472 ) Warrants Outstanding, March 31, 2023 1,501,386 There were no private warrants issued, exercised and outstanding from the period January 1, 2022 through March 31, 2022. Public Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 9,487,500 Exercise of warrants (64,971 ) Warrants Outstanding, March 31, 2023 9,422,529 There were no public warrants issued, exercised and outstanding from the period January 1, 2022 through March 31, 2022. Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 2,593,056 Exercise of warrants (1,250,000 ) Warrants Outstanding, March 31, 2023 1,343,056 There were no term loan warrants issued, exercised and outstanding from the period January 1, 2022 through March 31, 2022. The following table presents a roll forward of the aggregate fair values of the Company’s warrant liabilities for which fair value is determined by Level 3 Inputs. The only class of warrants that were determined to be Level 3 are the term loan warrants. Warrant Liability Balances, January 1, 2023 $ 30,841 Exercise of warrants (8,822 ) Change in fair value of warrants (17,998 ) Balances, March 31, 2023 $ 4,021 Dragonfly Energy Holdings Corp. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) |