November 21, 2023
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 Corp. (the “Company”) |
Registration Statement on Form S-3 (File No. 333-275559) |
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 5:00 p.m., Eastern Time, on November 24, 2023, or as soon as practicable thereafter.
Please call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.
Sincerely, | ||
Dragonfly Energy Holdings Corp. | ||
By: | /s/ Denis Phares | |
Name: | Denis Phares | |
Title: | President, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board |