Dragonfly Energy (DFLI) 10-Q 14 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 13, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40730
Entity Registrant Name	DRAGONFLY ENERGY HOLDINGS CORP.
Entity Central Index Key	0001847986
Entity Tax Identification Number	85-1873463
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1190 Trademark Drive
Entity Address, Address Line Two	#108
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89521
City Area Code	(775)
Local Phone Number	622-3448
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,509,476
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DFLI
Security Exchange Name	NASDAQ
Redeemable Warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Title of 12(b) Security	Redeemable Warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Trading Symbol	DFLIW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 8,501	$ 12,713
Accounts receivable, net of allowance for credit losses	2,247	1,639
Inventory	33,578	38,778
Prepaid expenses	843	772
Prepaid inventory	1,468	1,381
Prepaid income tax	345	519
Other current assets	709	118
Total Current Assets	47,691	55,920
Property and Equipment
Machinery and equipment	17,847	16,714
Office furniture and equipment	319	319
Leasehold improvements	1,727	1,727
Vehicle	33	33
Total	19,926	18,793
Less accumulated depreciation and amortization	(3,156)	(2,824)
Property and Equipment, Net	16,770	15,969
Operating lease right of use asset, net	23,988	3,315
Total Assets	88,449	75,204
Current Liabilities
Accounts payable	9,550	10,258
Accrued payroll and other liabilities	8,295	7,107
Accrued tariffs	1,800	1,713
Customer deposits	231	201
Uncertain tax position liability	91	91
Notes payable, current portion, net of debt issuance costs	21,837	19,683
Operating lease liability, current portion	1,682	1,288
Financing lease liability, current portion	37	36
Total Current Liabilities	43,523	40,377
Long-Term Liabilities
Warrant liabilities	4,227	4,463
Accrued expenses-long term	69	152
Operating lease liability, net of current portion	22,763	2,234
Financing lease liability, net of current portion	56	66
Total Long-Term Liabilities	27,115	6,915
Total Liabilities	70,638	47,292
Commitments and Contingencies (See Note 5)
Stockholders’ Equity
Preferred stock, 5,000,000 shares at $0.0001 par value, authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Common stock, 250,000,000 shares at $0.0001 par value, authorized, 60,260,282 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	6	6
Additional paid in capital	69,711	69,445
Accumulated deficit	(51,906)	(41,539)
Total Stockholders’ Equity	17,811	27,912
Total Liabilities and Stockholders’ Equity	$ 88,449	$ 75,204

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	250,000,000	250,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	60,260,282	60,260,282
Common stock, shares outstanding	60,260,282	60,260,282

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net Sales	$ 12,505	$ 18,791
Cost of Goods Sold	9,454	14,124
Gross Profit	3,051	4,667
Operating Expenses
Research and development	1,333	880
General and administrative	4,813	9,495
Selling and marketing	2,744	4,184
Total Operating Expenses	8,890	14,559
Loss From Operations	(5,839)	(9,892)
Other Income (Expense)
Interest expense, net	(4,760)	(3,856)
Other expense	(4)
Change in fair market value of warrant liability	236	18,523
Total Other Income (Expense)	(4,528)	14,667
Net (Loss) Income Before Taxes	(10,367)	4,775
Income Tax (Benefit) Expense
Net (Loss) Income	$ (10,367)	$ 4,775
Net (loss) income Per Share- Basic	$ (0.17)	$ 0.11
Net (loss) income Per Share- Diluted	$ (0.17)	$ 0.10
Weighted Average Number of Shares - Basic	60,260,282	45,104,515
Weighted Average Number of Shares - Diluted	60,260,282	48,455,996

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 4	$ 38,461	$ (27,722)	$ 10,743
Balance, shares at Dec. 31, 2022	43,272,728
Net income (loss)			4,775	4,775
Common stock issued in public offering (ATM), net of costs		597		597
Common stock issued in public offering (ATM), net of costs, shares	73,500,000
Exercise of stock options		93		93
Exercise of stock options, shares	36,009
Exercise of public warrants		747		747
Exercise of public warrants, shares	64,971,000
Cashless exercise of liability classified warrants	$ 1	10,166		10,167
Cashless exercise of liability classified warrants, shares	2,348,294
Stock compensation expense		4,487		4,487
Balance at Mar. 31, 2023	$ 5	54,551	(22,947)	31,609
Balance, shares at Mar. 31, 2023	45,795,502
Balance at Dec. 31, 2022	$ 4	38,461	(27,722)	10,743
Balance, shares at Dec. 31, 2022	43,272,728
Balance at Dec. 31, 2023	$ 6	69,445	(41,539)	27,912
Balance, shares at Dec. 31, 2023	60,260,282
Net income (loss)			(10,367)	$ (10,367)
Exercise of stock options, shares
Exercise of public warrants, shares				0
Stock compensation expense		266		$ 266
Balance at Mar. 31, 2024	$ 6	$ 69,711	$ (51,906)	$ 17,811
Balance, shares at Mar. 31, 2024	60,260,282

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash flows from Operating Activities
Net (Loss) Income	$ (10,367)	$ 4,775
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities
Stock based compensation	266	4,487
Amortization of debt discount	894	219
Change in fair market value of warrant liability	(236)	(18,523)
Non-cash interest expense (paid-in kind)	1,260	1,238
Provision for credit losses	47	52
Depreciation and amortization	332	297
Amortization of right of use of assets	422	308
Loss on disposal of property and equipment		116
Changes in Assets and Liabilities
Accounts receivable	(655)	(1,577)
Inventory	5,200	(1,966)
Prepaid expenses	(71)	(196)
Prepaid inventory	(87)	299
Other current assets	(591)	(129)
Income taxes payable	174
Accounts payable and accrued expenses	(100)	6,465
Accrued tariffs	87	117
Customer deposits	30	180
Total Adjustments	6,972	(8,613)
Net Cash Used in Operating Activities	(3,395)	(3,838)
Cash Flows From Investing Activities
Purchase of property and equipment	(817)	(589)
Net Cash Used in Investing Activities	(817)	(589)
Cash Flows From Financing Activities
Proceeds from public offering, net		597
Proceeds from note payable, related party	2,700	1,000
Repayment of note payable, related party	(2,700)
Proceeds from exercise of public warrants		747
Proceeds from exercise of options		93
Net Cash Provided by Financing Activities		2,437
Net Decrease in Cash and cash equivalents	(4,212)	(1,990)
Cash and cash equivalents - beginning of period	12,713	17,781	$ 17,781
Cash and cash equivalents - end of period	8,501	15,791	$ 12,713
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes
Cash paid for interest	2,390	2,003
Supplemental Non-Cash Items
Purchases of property and equipment, not yet paid	412	352
Recognition of right of use asset obtained in exchange for operating lease liability	21,095
Cashless exercise of liability classified warrants		$ 10,167

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (10,367)	$ 4,775

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS

NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS	Note 1 - NATURE OF BUSINESS Dragonfly Energy Holdings Corp. (“New Dragonfly” or the “Company”) sells lithium ion battery packs for use in a wide variety of applications. The Company sells to distributors under the Dragonfly Energy brand name, and sells direct to consumers under the trade name Battleborn Batteries. In addition, the Company develops technology for improved lithium ion battery manufacturing and assembly methods.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN	Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and present the consolidated financial statements of the Company and its wholly owned subsidiary. All significant intercompany transactions and balances are eliminated in consolidation. Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation SX. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed consolidated financial statements should be read along with the 10-K filed with the SEC on April 16, 2024 (as amended April 29, 2024, the “Annual Report”) of the Company for the annual period ended December 31, 2023. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of and for the year then ended. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. During the three months ended March 31, 2024 and 2023, the Company incurred losses from operations and had negative cash flow from operations. As of March 31, 2024, the Company had $ 8,501 4,168 In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $ 75,000 (See Note 6). In addition, the Company may need to raise additional debt and/or equity financings to fund its operations, strategic plans, and meet its financial covenants. The Company has historically been able to raise additional capital through issuance of equity and/or debt financings and the Company intends to use its equity facility and raise additional capital as needed. However, the Company cannot guarantee that it will be able to raise additional equity, contain expenses, or increase revenue, and comply with the financial covenants under the Term Loan. Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Cash and Cash Equivalents The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company held no From time to time the Company has amounts on deposit with financial institutions that exceed federally insured limits. The Company has not experienced any significant losses in such accounts. Accounts Receivable The Company’s trade receivables are recorded when billed and represent claims against third parties that will be settled in cash. Generally, payment is due from customers within 30- 90 days of the invoice date and the contracts do not have significant financing components. Trade accounts receivables are recorded gross and are net of any applicable allowance. The allowance for credit losses as of March 31, 2024 and December 31, 2023 were not material. Inventory Inventories (Note 4), Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company utilizes the use of estimates in its calculations for the reserve for obsolete or slow moving inventory, right of use assets, warrant liability, equity based compensation, and income taxes. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Revenue Recognition Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Revenue is recognized when control of the promised goods is transferred to the customer or reseller, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue associated with products holding rights of return are recognized when the Company concludes there is not a risk of significant revenue reversal in the future periods for the expected consideration in the transaction. There are no material instances including discounts and refunds where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer. The Company may receive payments at the onset of the contract before delivery of goods for customers in the retail channel. Payment terms for distributors and OEMs are typically due within 30 90 231 201 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Revenue Recognition (Continued) The Company recognized $ 134 211 Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791 During the year ended December 31, 2023, the Company deemed it more appropriate to classify Retail and Distributor revenues as a single line item referred to as direct-to-consumer revenue. The Company has combined previously reported retail and distributor amounts to direct-to-consumer revenue to conform with current year presentation. The consolidation into direct-to-consumer revenue is motivated by The Company’s strategic perspective on its operations and better represents how it evaluates their sales channels. Product Warranty The Company offers assurance type warranties from 5 10 414 307 SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307 Concentrations As of March 31, 2024, receivables from Customer A, Customer B and Customer C comprised approximately 22 14 12 28 10 For the three months ended March 31, 2024, sales from Customer A accounted for approximately 16 of the Company’s total revenue. For the three months ended March 31, 2023, sales from Customer B accounted for approximately 26 of the Company’s total revenue. As of March 31, 2024, payables to Vendor A comprised approximately 60 65 For the three months ended March 31, 2024, Vendor A accounted for approximately 12 38 10 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Stock-Based Compensation The Company accounts for stock based compensation arrangements with employees and non employee consultants using a fair value method which requires the recognition of compensation expense for costs related to all stock based payments, including stock options (Note 11). The fair value method requires the Company to estimate the fair value of stock based payment awards to employees and non employees on the date of grant using an option pricing model. Stock based compensation costs are based on the fair value of the underlying option calculated using the Black Scholes option pricing model and recognized as expense on a straight line basis over the requisite service period, which is the vesting period. Restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. The Company measures equity based compensation awards granted to non employees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, expected dividend yield, expected term, risk free rate of return, and the estimated fair value of the underlying common stock. Due to the lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the lithium ion battery industry. The Company uses the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company recognizes a tax benefit for an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has a liability of $ 91 The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. The Company regularly assesses the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Net (Loss) Income per Common Share Basic net (loss) income per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is calculated using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. The weighted-average number of common shares included in the computation of diluted net (loss) income gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and warrants. Common stock equivalent shares are excluded from the computation of diluted net (loss) income per share if their effect is antidilutive. In periods in which the Company reports a net loss, diluted net loss per share is generally the same as basic net loss per share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company elected, as allowed under FASB ASU 2016-02, Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable. Segment Reporting Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer to make decisions with respect to resource allocation and assessment of performance. To date, the Company has viewed its operations and manages its business as one operating segment. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Note 3 - FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 3 - Fair Value Measurements (continued) The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of March 31, 2024: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of March 31, 2024 Liabilities Warrant liability- Term Loan $ 1,010 $ 1,010 $ - $ - $ 1,010 Warrant liability- June Public Offering 3,214 3,214 - - 3,214 Warrant liability- Private Placement Warrants 3 3 - 3 - Total liabilities $ 4,227 $ 4,227 $ - $ 3 $ 4,224 The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of December 31, 2023: Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of December 31, 2023 Liabilities Warrant liability- Term Loan $ 1,014 $ 1,014 $ - $ - $ 1,014 Warrant liability- June Public Offering 3,434 3,434 - - 3,434 Warrant liability- Private placement warrants 15 15 - 15 - Total liabilities $ 4,463 $ 4,463 $ - $ 15 $ 4,448 The carrying amounts of accounts receivable and accounts payable are considered level 1 and approximate fair value as of March 31, 2024 and December 31, 2023 because of the relatively short maturity of these instruments. The carrying value of the term loan as of March 31, 2024 and December 31, 2023 approximates fair value as the interest rate does not differ significantly from the current market rates available to the Company for similar debt and is considered level 2. Level 3 Roll forward Fair value measurements categorized within Level 3 are sensitive to changes in assumptions or methodology used to determine fair value, and such changes could result in a significant increase or decrease in the fair value. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability - Term Loan Warrant liability- June Public Offering Fair value as of January 1, 2024 $ 1,014 $ 3,434 Warrant exercises Change in fair value, gain included in net loss (1) (4 ) (220 ) Fair value as of March 31, 2024 $ 1,010 $ 3,214 Warrant Liability - Term Loan Fair value as of January 1, 2023 $ 30,841 Warrant exercises (8,822 ) Change in fair value, gain included in net loss (1) (17,998 ) Fair value as of March 31, 2023 $ 4,021 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORY	Note 4 - INVENTORY Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw material $ 26,995 $ 31,604 Finished goods 6,583 7,174 Total inventory $ 33,578 $ 38,778 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 5 - COMMITMENTS AND CONTINGENCIES Litigation From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, governmental actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of the Company’s management, could reasonably be expected to have a material adverse effect on the Company’s business and financial condition. Operating Leases The Company has leases related to the main office, warehouse space, research and development lab, engineering office, and sales office, all located in Reno, Nevada. The leases require annual escalating monthly payments ranging from $ 118 361 230 23 21 3% 2.4% The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 23,988 $ 3,315 Short-term operating lease liabilities 1,682 1,288 Long-term operating lease liabilities 22,763 2,234 Total operating lease liabilities $ 24,445 $ 3,522 Weighted average remaining lease term 9.29 2.6 Weighted average discount rate 7.75 % 5.2 % Assumptions used in determining our incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data. At March 31, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Fiscal Years Ending December 31, 2024 (1) $ 2,460 December 31, 2025 4,267 December 31, 2026 3,810 December 31, 2027 3,004 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 35,705 Less imputed interest 11,260 Total operating lease liabilities $ 24,445 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024. SCHEDULE OF LEASE COST For The Three Months Ended March 31, Lease cost Classification 2024 2023 Operating lease cost Cost of goods sold $ 350 $ 347 Operating lease cost Research and development 23 22 Operating lease cost General and administration 270 12 Operating lease cost Selling and marketing 12 12 Total lease cost $ 655 $ 393 All lease costs included in the schedule above are fixed. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 5 – Commitments and Contingencies (continued) Financing Leases The Company entered into finance lease agreements for equipment to support the Company’s operations. Payments under the finance lease agreements are fixed for a term of 3 5 The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES March 31, 2024 December 31, 2023 Finance lease right-of-use assets $ 99 $ 106 Short-term finance lease liabilities 37 36 Long-term finance lease liabilities 56 66 Total finance lease liabilities $ 93 $ 102 Weighted average remaining lease term 2.5 2.7 Weighted average discount rate 5.2 % 5.2 % Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data. At March 31, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Fiscal Years Ending December 31, 2024 (1) $ 31 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 100 Less imputed interest 7 Total operating lease liabilities $ 93 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024. Other Contingencies See Note 7 for further discussion regarding contingent consideration arising from the April 2022 Asset Purchase agreement with Thomason Jones Company, LLC. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

LONG TERM DEBT

LONG TERM DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
LONG TERM DEBT	Note 6 - LONG TERM DEBT Term Loan Agreement On October 7, 2022 (the “Closing Date”), in connection with the merger, CNTQ, Legacy Dragonfly and CCM Investments 5 LLC, an affiliate of CCM LLC (“CCM 5”, and in connection with the Term Loan, the “Chardan Lender”), and EICF Agent LLC (“EIP”) entered into the Term Loan, Guarantee and Security Agreement (the “Term Loan Agreement”) setting forth the terms of the Term Loan. The Chardan Lender backstopped its commitment under the Debt Commitment Letter by entering into a backstop commitment letter, dated as of May 20, 2022 (the “Backstop Commitment Letter”), with a certain third party financing source (the “Backstop Lender” and collectively with EIP, the “Term Loan Lenders”), pursuant to which the Backstop Lender committed to purchase from the Chardan Lender the aggregate amount of the Term Loan held by the Chardan Lender (the “Backstopped Loans”) immediately following the issuance of the Term Loan on the Closing Date. Pursuant to an assignment agreement, the Backstopped Loans were assigned by CCM 5 to the Backstop Lender on the Closing Date. Pursuant to the terms of the Term Loan Agreement, the Term Loan was advanced in one tranche on the Closing Date. The proceeds of the Term Loan were used (i) to refinance on the Closing Date prior indebtedness (including the obligations underlying the Trust Indenture), (ii) to support the merger and related transactions under the merger agreement, (iii) for working capital purposes and other corporate purposes, and (iv) to pay any fees associated with transactions contemplated under the Term Loan Agreement and the other loan documents entered into in connection therewith, including the transactions described in the foregoing clauses (i) and (ii) and fees and expenses related to the merger. The Term Loan amortizes in the amount of 5% 937.5 24 13.5% 7% 6.5% 7% 4.5% 6.5% 11.5% 13.5% 1% In addition to optional prepayments by the Company upon written notice, the Term Loan Agreement provides for mandatory prepayments upon receipt of proceeds from certain transactions or casualty events. The Company is required to prepay the Term Loan based on excess cash flow, as defined in the agreement, beginning with the financial statements for the year ended December 31, 2023. During the year ended December 31, 2023, the Company prepaid the first four installments of the Term Loan which amounted to $ 5,275 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 10 1,600,000 10 Unless the obligations under the Term Loan are accelerated under the terms of the agreement, the maturity date will be October 7, 2026. The Term Loan Lenders have been granted a first priority lien, and security interest in, the mortgaged properties underlying the Company’s mortgages. During the three months ended March 31, 2024 and 2023, a total of $ 3,701 3,496 894 219 The carrying balance of $ 21,837 69,725 7,389 55,277 19,683 69,725 6,130 56,172 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 6 - Long Term Debt (continued) Term Loan Agreement (continued) Financial Covenants The Company is subject to restrictive financial covenants pertaining to Maximum Senior Leverage Ratio, Liquidity, Fixed Charge Coverage Ratio, and Capital Expenditures as defined in the Term Loan Agreement. As of March 31, 2024, the Company was not in compliance with our financial covenants pertaining to the fixed charge coverage ratio, liquidity, and the maximum senior leverage ratio. On March 31, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders in regards to its compliance with the liquidity requirement under the Term Loan as of the last day of the quarter ended March 31, 2024. If the Company is unable to obtain a waiver or if the Company is unable to comply with such covenants, the lenders have the right to accelerate the maturity of the Term Loan. Because of this, the entire debt is classified as current instead of long-term debt. At March 31, 2024, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2025 938 2026 78,703 Total 79,641 Less: Estimated interest paid-in-kind (2,527 ) Total debt 77,114 Less: Unamortized debt issuance costs (55,277 ) Total carrying amount 21,837 Less: Current portion of debt (21,837 ) Total long-term debt $ -

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ASSET PURCHASE AGREEMENT	Note 7 - ASSET PURCHASE AGREEMENT Thomason Jones Company, LLC In April 2022, the Company entered into an Asset Purchase Agreement with William Thomason, Richard Jones, and Thomason Jones Company, LLC whereby the Company acquired inventory and intellectual property assets for a price not to exceed $ 700 1,000 444 Pursuant to the terms of the agreement dated April 2022, Dragonfly Energy Corp. agreed to a contingent compensation arrangement with Mr. Thomason and Mr. Jones. According to this agreement, if Dragonfly Energy Corp. realizes $ 3,000 1,000 The Company has determined that this arrangement constitutes compensation for post-acquisition services. Consequently, the Company has recognized this contingent consideration as a compensation expense, measured at its fair value at the acquisition date. The fair value was determined using a probability weighted expected outcome approach, considering the likelihood of reaching the gross sales target. As of December 31, 2023, the Company has recognized $ 2,000 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

RELATED PARTY

RELATED PARTY	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY	Note 8 - RELATED PARTY On October 25, 2022, the Company entered into a separation and release of claims agreement with its Chief Operating Officer (“COO”). As consideration for the COO’s execution of the agreement, the Company agreed to pay the employee a lump sum payment of $ 100 1,000 100,000 76,316 In February 2023, the Company entered into an agreement with its former COO in which the COO waived their rights to a transaction bonus resulting from the merger transaction in lieu of a Company van. The Company accounted for the cost of the van as an employee bonus, resulting in $ 116 On March 5, 2023, the Company entered into a convertible promissory note (the “Note”) with a board member in the amount of $ 1,000 100 On April 26, 2023, the Company entered into a separation and release of claims agreement with its former Chief Legal Officer (“CLO”). As consideration for the CLO’s execution of the agreement, the Company agreed to pay the employee payments equivalent to $ 720 76 On January 26, 2024 the Company entered into a convertible promissory note (the “January Note”) with a board member in the amount of $ 1,000 50 On February 27, 2024 the Company entered into a convertible promissory note (the “February Note”) with a board member in the amount of $ 1,700 85

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2024
Warrants
WARRANTS	Note 9 - WARRANTS Common Stock Warrants classified as Equity Public Warrants The Company’s Public Warrants are classified as equity as of March 31, 2024 and March 31, 2023 there were 9,487,500 Public Warrants issued and outstanding. During the three months ended March 31, 2024, no 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 On October 7, 2022, in connection with the merger, the Company assumed the outstanding private placement warrants of CNTQ. There were no Private Placement Warrants outstanding prior to the merger. The Private Placement Warrants (the “Private 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 year ended December 31, 2023, private placement warrant holders exercised 3,126,472 1,100,000 1,501,386 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 on October 7, 2022, 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 2,000,000 1,996,323 4,783 1,286,671 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 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 8.52 9.75 10 Volatility 96.00 % 96.00 % Risk-free rate 4.20 % 3.90 % Fair value $ 0.54 $ 0.54 The following table provides the significant inputs to the Black-Scholes method for the fair value of the Investor Warrants issued in the June 2023 Offering: As of 2024 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price $ 2.00 $ 2.00 Dividend yield 0 % 0 % Term 4.23 4.48 Volatility 104.00 % 106.00 % Risk-free rate 4.30 % 3.90 % Fair value $ 0.29 $ 0.31 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 9 - Warrants (continued) SCHEDULE OF ROLL FORWARD IN WARRANTS Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2024 1,884,510 Exercise of warrants - Warrants issued - Warrants Outstanding, March 31, 2024 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 11,131,900 Warrants Outstanding, Beginning 11,131,900 Issuance of warrants - Exercise of warrants - Warrants outstanding, March 31, 2024 11,131,900 Warrants outstanding, Ending 11,131,900

COMMON STOCK

COMMON STOCK	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
COMMON STOCK	Note 10 - COMMON STOCK No dividends on common stock had been declared by the Company. For the three months ended March 31, 2024 and 2023, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE March 31, 2024 March 31, 2023 Options issued and outstanding 2,315,299 3,731,392 Common stock outstanding 60,260,282 45,795,502 Warrants outstanding 24,510,575 12,266,971 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 10,986,525 4,319,309 Total 138,072,681 106,113,174 ChEF Equity Facility The Company and Chardan Capital Markets LLC, a New York limited liability company (“CCM LLC”) entered into a purchase agreement (the “Purchase Agreement”) and a Registration Rights Agreement in connection with the merger. Pursuant to the Purchase Agreement, the Company has the right to sell to CCM LLC an amount of shares of Common Stock, up to a maximum aggregate purchase price of $ 150 73,500 597 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	Note 11 - STOCK-BASED COMPENSATION Share-based compensation expense for options and RSUs totaling $ 266 4,487 266 32 65 60 109 4,487 36 29 856 3,566 The Company maintains an Employee Stock Purchase Plan (“ESPP”) which is designed to allow eligible employees and the eligible employees of our participating subsidiaries to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. A total of 2,464,400 1% 1,500,000 A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2024 2,364,787 $ 2.69 $ 1.57 7.60 $ 60 Options granted - - - - Options forfeited (49,488 ) 3.11 1.77 - Options exercised - - - - Balances, March 31, 2024 2,315,299 $ 2.68 $ 1.56 6.42 $ 60 At March 31, 2024 Vested and Exercisable 1,651,913 $ 2.46 6.34 $ 60 Vested and expected to vest 2,315,299 $ 2.68 6.42 $ 60 Restricted Stock Units On February 10, 2023, the Company granted 461,998 3,464 220,000 100,000 220,000 95 45 The following table presents the restricted stock units activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted-Average Fair Market Value Unvested shares, January 1, 2024 47,000 $ 2.69 Granted and unvested 220,000 0.43 Vested (104,875 ) 2.34 Unvested shares, March 31, 2024 162,125 $ 0.97 As of March 31, 2024, there were 10,986,525 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

SUPPLIER AGREEMENT

SUPPLIER AGREEMENT	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
SUPPLIER AGREEMENT	Note 12 - SUPPLIER AGREEMENT On May 9, 2023, Ioneer Rhyolite Ridge LLC, or the seller, an emerging lithium-boron producer, and the Company announced a commercial offtake agreement partnership whereby the seller is developing the Rhyolite Ridge Project which, once completed, is expected to produce 20 ktpa of lithium carbonate, and 174 ktpa of boic acid (the “project”). Beginning on the Supply Start Date which is the date the seller notifies the Company that the project is fully completed and commissioned in accordance with the engineering, procurement and construction contract, and for the duration of the supply period, the Company shall purchase and receive product from seller, on the terms and conditions of the agreement. The agreement calls for a minimum annual purchase requirement. The agreement becomes effective when the seller has informed the Company that the seller has made a positive financial investment decision in respect of the project.

(LOSS) INCOME PER SHARE

(LOSS) INCOME PER SHARE	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
(LOSS) INCOME PER SHARE	Note 13 - (LOSS) INCOME PER SHARE (Loss) Income per Common Share The following table sets forth the information needed to compute basic and diluted net (loss) income per share for the three months ended March 31, 2024 and 2023: SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE March 31, 2024 March 31, 2023 Basic Net (Loss) Income per common share: Net (Loss) Income $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Net (Loss) Income per share, basic $ (0.17 ) $ 0.11 Diluted Net (Loss) Income per common share: Net (Loss) Income available to common stockholders $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Dilutive effect related to stock options and warrants - 3,351,481 Weighted average diluted shares outstanding 60,260,282 48,455,996 Net (Loss) Income per share, diluted $ (0.17 ) $ 0.10 The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK March 31, 2024 March 31, 2023 Warrants 24,510,575 10,923,915 Restricted stock units 162,125 111,015 Options 2,315,299 - Weighted average number of common shares-basic 26,987,999 11,034,930 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

REVISIONS OF PREVIOUSLY ISSUED

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]
REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Note 14 - REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has revised the previously issued financial statements for the quarter ended March 31, 2023 for the underpayment of tariffs to U.S. Customs and Border Protection (“CBP”) related to the improper classification and valuation of certain of the products used in its batteries. The Company has reported the underpayment to CBP. The underpayment of tariffs was primarily the result of utilizing an improper tariff rate. The additional amount of the tariffs was allocated between inventory and cost of goods sold based on the status of imported items (i.e. included in the inventories held vs included in the inventories already sold to customers). In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to any prior annual or interim financial statements. Notwithstanding this conclusion, management has revised the accompanying condensed consolidated financial statements for the quarter ended March 31, 2023 and related notes included herein to correct this error for the financial statements for the quarter ended March 31, 2023 presented. The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Statements of Operations As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 14,048 76 14,124 Gross Profit 4,743 (76 ) 4,667 Loss From Operations (9,816 ) (76 ) (9,892 ) Interest Expense (3,815 ) (41 ) (3,856 ) Income Before Taxes 4,892 (117 ) 4,775 Net Income 4,892 (117 ) 4,775 Net Income per share - Basic (0.11 ) (0.0 ) (0.11 ) Net Income per share – Diluted (0.10 ) (0.0 ) (0.10 ) Consolidated Statements of Cash Flows As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Cash Flows As previously reported Adjustment As revised Net Income 4,892 (117 ) 4,775 Change in Accrued Tariffs - 117 117 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised Accumulated Deficit - January 1, 2023 (27,133 ) (589 ) (27,722 ) Net Income 4,892 (117 ) 4,775 Accumulated Deficit - March 31, 2023 (22,241 ) (706 ) (22,947 ) DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 15 - SUBSEQUENT EVENTS On April 17, 2024, the Company issued 3,428 4,875 244,774 992 1 On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64 distribution of the Company’s products, and other uses as permitted under the Fernley Lease Agreement (the “Fernley Lease Agreement”). The initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective April 1, 2024. The base rent for the Premises, payable monthly, is $ 45 3.0% 50 Effective April 12, 2024, the Company entered into amendments to the employment agreements with its Chief Executive Officer, its Chief Revenue Officer and its Chief Marketing Officer to amend the terms of their annual equity compensation (the “Amended Employee Agreements”). The Amended Employee Agreements allow the Company to issue a combination of cash and equity awards on an annual basis up to a specified amount ($ 1,532 490 236 On April 12, 2024, the Company issued a total of 836,295 567,407 181,481 87,407 511 163 79 30,000 On April 12, 2024, the board of directors authorized the issuance of 222,222 RSUs to each director in connection with their service as directors for the year ended December 31, 2023. The RSUs will vest in three equal annual installments, with the first vesting date on the one (1) year anniversary date of their issuance, subject to the directors continued service on with the Company on each vesting date. On April 15, 2024, the board of directors approved an amendment to the Company’s Director Compensation Policy offering its directors long-term incentive awards that are issuable subject to the sole discretion of the Company’s compensation committee. Each such long-term incentive award is payable in the form of cash and or equity awards. Each such award shall be determined each fiscal year and are subject to the director’s continued service with the Company and other conditions as the Company’s compensation committee deems appropriate. Where equity awards are issued, such awards are subject to the terms and conditions of the Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. On April 29, 2024, the Company obtained a waiver from the Term Loan administrative agent and lenders in regard to the Company’s compliance with the liquidity requirement under the Term Loan as of the last day of the fiscal month ended April 30, 2024. On May 13, 2024, the Company received a waiver from its Administrative Agent and Term Loan Lenders (the “May 2024 Waiver”) in regards to its compliance with the to satisfy the Senior Leverage Ratio and Fixed Charge Coverage Ratio tests (the “Tests”) as of the last day of the quarter ended March 31, 2024 from the Term Loan Lenders in regards to its compliance with the Tests as of the last day of the quarter ended March 31, 2024. The May 2024 Waiver provided for a one-time issuance of penny warrants (the “May 2024 Penny Warrants”) to purchase up to 2,550,000 0.0001 0.01 ten years

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and present the consolidated financial statements of the Company and its wholly owned subsidiary. All significant intercompany transactions and balances are eliminated in consolidation.
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation SX. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed consolidated financial statements should be read along with the 10-K filed with the SEC on April 16, 2024 (as amended April 29, 2024, the “Annual Report”) of the Company for the annual period ended December 31, 2023. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of and for the year then ended. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued)
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. During the three months ended March 31, 2024 and 2023, the Company incurred losses from operations and had negative cash flow from operations. As of March 31, 2024, the Company had $ 8,501 4,168 In connection with the Company’s senior secured term loan facility in an aggregate principal amount of $ 75,000 (See Note 6). In addition, the Company may need to raise additional debt and/or equity financings to fund its operations, strategic plans, and meet its financial covenants. The Company has historically been able to raise additional capital through issuance of equity and/or debt financings and the Company intends to use its equity facility and raise additional capital as needed. However, the Company cannot guarantee that it will be able to raise additional equity, contain expenses, or increase revenue, and comply with the financial covenants under the Term Loan.
Recently issued accounting pronouncements	Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company held no From time to time the Company has amounts on deposit with financial institutions that exceed federally insured limits. The Company has not experienced any significant losses in such accounts.
Accounts Receivable	Accounts Receivable The Company’s trade receivables are recorded when billed and represent claims against third parties that will be settled in cash. Generally, payment is due from customers within 30- 90 days of the invoice date and the contracts do not have significant financing components. Trade accounts receivables are recorded gross and are net of any applicable allowance. The allowance for credit losses as of March 31, 2024 and December 31, 2023 were not material.
Inventory	Inventory Inventories (Note 4),
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company utilizes the use of estimates in its calculations for the reserve for obsolete or slow moving inventory, right of use assets, warrant liability, equity based compensation, and income taxes. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued)
Revenue Recognition	Revenue Recognition Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Revenue is recognized when control of the promised goods is transferred to the customer or reseller, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue associated with products holding rights of return are recognized when the Company concludes there is not a risk of significant revenue reversal in the future periods for the expected consideration in the transaction. There are no material instances including discounts and refunds where variable consideration is constrained and not recorded at the initial time of sale. Generally, our revenue is recognized at a point in time for standard promised goods at the time of shipment when title and risk of loss pass to the customer. The Company may receive payments at the onset of the contract before delivery of goods for customers in the retail channel. Payment terms for distributors and OEMs are typically due within 30 90 231 201 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued) Revenue Recognition (Continued) The Company recognized $ 134 211
Disaggregation of Revenue	Disaggregation of Revenue The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791 During the year ended December 31, 2023, the Company deemed it more appropriate to classify Retail and Distributor revenues as a single line item referred to as direct-to-consumer revenue. The Company has combined previously reported retail and distributor amounts to direct-to-consumer revenue to conform with current year presentation. The consolidation into direct-to-consumer revenue is motivated by The Company’s strategic perspective on its operations and better represents how it evaluates their sales channels.
Product Warranty	Product Warranty The Company offers assurance type warranties from 5 10 414 307 SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307
Concentrations	Concentrations As of March 31, 2024, receivables from Customer A, Customer B and Customer C comprised approximately 22 14 12 28 10 For the three months ended March 31, 2024, sales from Customer A accounted for approximately 16 of the Company’s total revenue. For the three months ended March 31, 2023, sales from Customer B accounted for approximately 26 of the Company’s total revenue. As of March 31, 2024, payables to Vendor A comprised approximately 60 65 For the three months ended March 31, 2024, Vendor A accounted for approximately 12 38 10 DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued)
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock based compensation arrangements with employees and non employee consultants using a fair value method which requires the recognition of compensation expense for costs related to all stock based payments, including stock options (Note 11). The fair value method requires the Company to estimate the fair value of stock based payment awards to employees and non employees on the date of grant using an option pricing model. Stock based compensation costs are based on the fair value of the underlying option calculated using the Black Scholes option pricing model and recognized as expense on a straight line basis over the requisite service period, which is the vesting period. Restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. The Company measures equity based compensation awards granted to non employees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, expected dividend yield, expected term, risk free rate of return, and the estimated fair value of the underlying common stock. Due to the lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the lithium ion battery industry. The Company uses the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur. DRAGONFLY ENERGY HOLDINGS CORP. Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except share and per share data) Note 2 – Summary of Significant Accounting Policies (continued)
Income Taxes	Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company recognizes a tax benefit for an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has a liability of $ 91 The Company’s accounting policy is to include penalties and interest related to income taxes if any, in selling, general and administrative expenses. The Company regularly assesses the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Net (Loss) Income per Common Share	Net (Loss) Income per Common Share Basic net (loss) income per share is calculated by dividing net (loss) earnings by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is calculated using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. The weighted-average number of common shares included in the computation of diluted net (loss) income gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and warrants. Common stock equivalent shares are excluded from the computation of diluted net (loss) income per share if their effect is antidilutive. In periods in which the Company reports a net loss, diluted net loss per share is generally the same as basic net loss per share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Leases	Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company elected, as allowed under FASB ASU 2016-02, Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer to make decisions with respect to resource allocation and assessment of performance. To date, the Company has viewed its operations and manages its business as one operating segment.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and these accompanying notes. The reclassifications did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL	The following table present our disaggregated revenues by distribution channel: SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL 2024 2023 For the Three Months Ended March 31 2024 2023 Sales Direct to Customer 5,203 10,038 Original equipment manufacturer 7,302 8,753 Total $ 12,505 $ 18,791
SCHEDULE OF WARRANTY OBLIGATION	SCHEDULE OF WARRANTY OBLIGATION March 31, 2024 December 31, 2023 Beginning warranty obligation 307 328 Provision of warranty expense 197 397 Settlement of warranty claims (90 ) (418 ) Ending warranty obligation $ 414 $ 307

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES	The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of March 31, 2024: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of March 31, 2024 Liabilities Warrant liability- Term Loan $ 1,010 $ 1,010 $ - $ - $ 1,010 Warrant liability- June Public Offering 3,214 3,214 - - 3,214 Warrant liability- Private Placement Warrants 3 3 - 3 - Total liabilities $ 4,227 $ 4,227 $ - $ 3 $ 4,224 The following table presents assets and liabilities that were measured at fair value in the Condensed Consolidated Balance Sheets on a recurring basis as of December 31, 2023: Carrying Amount Fair Value (Level 1) (Level 2) (Level 3) As of December 31, 2023 Liabilities Warrant liability- Term Loan $ 1,014 $ 1,014 $ - $ - $ 1,014 Warrant liability- June Public Offering 3,434 3,434 - - 3,434 Warrant liability- Private placement warrants 15 15 - 15 - Total liabilities $ 4,463 $ 4,463 $ - $ 15 $ 4,448
SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS	The changes for Level 3 items measured at fair value on recurring basis using significant unobservable inputs are as follows: SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS Warrant Liability - Term Loan Warrant liability- June Public Offering Fair value as of January 1, 2024 $ 1,014 $ 3,434 Warrant exercises Change in fair value, gain included in net loss (1) (4 ) (220 ) Fair value as of March 31, 2024 $ 1,010 $ 3,214 Warrant Liability - Term Loan Fair value as of January 1, 2023 $ 30,841 Warrant exercises (8,822 ) Change in fair value, gain included in net loss (1) (17,998 ) Fair value as of March 31, 2023 $ 4,021 (1) Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Raw material $ 26,995 $ 31,604 Finished goods 6,583 7,174 Total inventory $ 33,578 $ 38,778

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF BREAKOUT OF OPERATING LEASES	The following table presents the breakout of the operating leases as of: SCHEDULE OF BREAKOUT OF OPERATING LEASES March 31, 2024 December 31, 2023 Operating lease right-of-use assets $ 23,988 $ 3,315 Short-term operating lease liabilities 1,682 1,288 Long-term operating lease liabilities 22,763 2,234 Total operating lease liabilities $ 24,445 $ 3,522 Weighted average remaining lease term 9.29 2.6 Weighted average discount rate 7.75 % 5.2 %
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES	At March 31, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES Fiscal Years Ending December 31, 2024 (1) $ 2,460 December 31, 2025 4,267 December 31, 2026 3,810 December 31, 2027 3,004 December 31, 2028 3,094 Thereafter 19,070 Total lease payments 35,705 Less imputed interest 11,260 Total operating lease liabilities $ 24,445 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024.
SCHEDULE OF LEASE COST	SCHEDULE OF LEASE COST For The Three Months Ended March 31, Lease cost Classification 2024 2023 Operating lease cost Cost of goods sold $ 350 $ 347 Operating lease cost Research and development 23 22 Operating lease cost General and administration 270 12 Operating lease cost Selling and marketing 12 12 Total lease cost $ 655 $ 393
SCHEDULE OF BREAKOUT OF FINANCE LEASES	The following table presents the breakout of the financing leases as of: SCHEDULE OF BREAKOUT OF FINANCE LEASES March 31, 2024 December 31, 2023 Finance lease right-of-use assets $ 99 $ 106 Short-term finance lease liabilities 37 36 Long-term finance lease liabilities 56 66 Total finance lease liabilities $ 93 $ 102 Weighted average remaining lease term 2.5 2.7 Weighted average discount rate 5.2 % 5.2 %
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES	At March 31, 2024, the future minimum lease payments under these operating leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES Fiscal Years Ending December 31, 2024 (1) $ 31 December 31, 2025 41 December 31, 2026 24 December 31, 2027 4 Total lease payments 100 Less imputed interest 7 Total operating lease liabilities $ 93 (1) Represents scheduled payments for the remaining nine-month period ending December 31, 2024.

LONG TERM DEBT (Tables)

LONG TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF FUTURE DEBT MATURITIES	At March 31, 2024, the future debt maturities are as follows: SCHEDULE OF FUTURE DEBT MATURITIES For Year Ended December 31, 2024 - 2025 938 2026 78,703 Total 79,641 Less: Estimated interest paid-in-kind (2,527 ) Total debt 77,114 Less: Unamortized debt issuance costs (55,277 ) Total carrying amount 21,837 Less: Current portion of debt (21,837 ) Total long-term debt $ -

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants
SCHEDULE FAIR VALUE WARRANTS	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 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price 0.01 0.01 Dividend yield 0 % 0 % Term 8.52 9.75 10 Volatility 96.00 % 96.00 % Risk-free rate 4.20 % 3.90 % Fair value $ 0.54 $ 0.54 The following table provides the significant inputs to the Black-Scholes method for the fair value of the Investor Warrants issued in the June 2023 Offering: As of 2024 As of 2023 Common stock price $ 0.54 $ 0.54 Exercise price $ 2.00 $ 2.00 Dividend yield 0 % 0 % Term 4.23 4.48 Volatility 104.00 % 106.00 % Risk-free rate 4.30 % 3.90 % Fair value $ 0.29 $ 0.31
SCHEDULE OF ROLL FORWARD IN WARRANTS	SCHEDULE OF ROLL FORWARD IN WARRANTS Term Loan Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2024 1,884,510 Exercise of warrants - Warrants issued - Warrants Outstanding, March 31, 2024 1,884,510 Investor Warrants: Common Stock Warrants Warrants Outstanding, January 1, 2023 11,131,900 Warrants Outstanding, Beginning 11,131,900 Issuance of warrants - Exercise of warrants - Warrants outstanding, March 31, 2024 11,131,900 Warrants outstanding, Ending 11,131,900

COMMON STOCK (Tables)

COMMON STOCK (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE	For the three months ended March 31, 2024 and 2023, the Company had reserved shares of common stock for issuance as follows: SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE March 31, 2024 March 31, 2023 Options issued and outstanding 2,315,299 3,731,392 Common stock outstanding 60,260,282 45,795,502 Warrants outstanding 24,510,575 12,266,971 Earnout shares 40,000,000 40,000,000 Shares available for future issuance 10,986,525 4,319,309 Total 138,072,681 106,113,174

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION	A summary of the Company’s option activity and related information follows: SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2024 2,364,787 $ 2.69 $ 1.57 7.60 $ 60 Options granted - - - - Options forfeited (49,488 ) 3.11 1.77 - Options exercised - - - - Balances, March 31, 2024 2,315,299 $ 2.68 $ 1.56 6.42 $ 60 At March 31, 2024 Vested and Exercisable 1,651,913 $ 2.46 6.34 $ 60 Vested and expected to vest 2,315,299 $ 2.68 6.42 $ 60
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY	The following table presents the restricted stock units activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY Number of Weighted-Average Fair Market Value Unvested shares, January 1, 2024 47,000 $ 2.69 Granted and unvested 220,000 0.43 Vested (104,875 ) 2.34 Unvested shares, March 31, 2024 162,125 $ 0.97

(LOSS) INCOME PER SHARE (Tables

(LOSS) INCOME PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE	SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE March 31, 2024 March 31, 2023 Basic Net (Loss) Income per common share: Net (Loss) Income $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Net (Loss) Income per share, basic $ (0.17 ) $ 0.11 Diluted Net (Loss) Income per common share: Net (Loss) Income available to common stockholders $ (10,367 ) $ 4,775 Weighted average number of common shares-basic 60,260,282 45,104,515 Dilutive effect related to stock options and warrants - 3,351,481 Weighted average diluted shares outstanding 60,260,282 48,455,996 Net (Loss) Income per share, diluted $ (0.17 ) $ 0.10
SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK	SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK March 31, 2024 March 31, 2023 Warrants 24,510,575 10,923,915 Restricted stock units 162,125 111,015 Options 2,315,299 - Weighted average number of common shares-basic 26,987,999 11,034,930

REVISIONS OF PREVIOUSLY ISSUE_2

REVISIONS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Changes and Error Corrections [Abstract]
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	The following tables present the effect of correcting this error on the Company’s previously issued financial statements. SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Statements of Operations As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Operations As previously reported Adjustment As revised Cost of Goods Sold 14,048 76 14,124 Gross Profit 4,743 (76 ) 4,667 Loss From Operations (9,816 ) (76 ) (9,892 ) Interest Expense (3,815 ) (41 ) (3,856 ) Income Before Taxes 4,892 (117 ) 4,775 Net Income 4,892 (117 ) 4,775 Net Income per share - Basic (0.11 ) (0.0 ) (0.11 ) Net Income per share – Diluted (0.10 ) (0.0 ) (0.10 ) Consolidated Statements of Cash Flows As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Cash Flows As previously reported Adjustment As revised Net Income 4,892 (117 ) 4,775 Change in Accrued Tariffs - 117 117 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised For the Period Ended March 31, 2023 Consolidated Statements of Stockholders’ Equity As previously reported Adjustment As revised Accumulated Deficit - January 1, 2023 (27,133 ) (589 ) (27,722 ) Net Income 4,892 (117 ) 4,775 Accumulated Deficit - March 31, 2023 (22,241 ) (706 ) (22,947 )

SCHEDULE OF DISAGGREGATED REVEN

SCHEDULE OF DISAGGREGATED REVENUES BY DISTRIBUTION CHANNEL (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total	$ 12,505	$ 18,791
Sales Channel, Directly to Consumer [Member]
Disaggregation of Revenue [Line Items]
Total	5,203	10,038
Original Equipment Manufacture [Member]
Disaggregation of Revenue [Line Items]
Total	$ 7,302	$ 8,753

SCHEDULE OF WARRANTY OBLIGATION

SCHEDULE OF WARRANTY OBLIGATION (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Beginning warranty obligation	$ 307	$ 328
Provision of warranty expense	197	397
Settlement of warranty claims	(90)	(418)
Ending warranty obligation	$ 414	$ 307

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Cash and cash equivalents	$ 8,501,000
Working capital	4,168,000
Restricted cash	0		$ 0
Customer deposits	231,000		201,000
Contract liability recognized	134,000	$ 211,000	134,000	$ 211,000
Warranty obilgation outstanding	414,000		307,000	$ 328,000
Uncertain tax positions	$ 91,000		$ 91,000
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage	22%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member]
Product Information [Line Items]
Concentration risk, percentage	14%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member]
Product Information [Line Items]
Concentration risk, percentage	12%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member]
Product Information [Line Items]
Concentration risk, percentage			28%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer E [Member]
Product Information [Line Items]
Concentration risk, percentage			10%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage	16%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member]
Product Information [Line Items]
Concentration risk, percentage		26%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]
Product Information [Line Items]
Concentration risk, percentage	60%
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage			65%
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]
Product Information [Line Items]
Concentration risk, percentage	12%
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]
Product Information [Line Items]
Concentration risk, percentage		38%
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor C [Member]
Product Information [Line Items]
Concentration risk, percentage		10%
Minimum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs	30 days
Term of product warranty provided	5 years
Maximum [Member]
Product Information [Line Items]
Payment term for distributors and OEMs	90 days
Term of product warranty provided	10 years
Senior Secured Term Loan Facility [Member] | Term Loan [Member]
Product Information [Line Items]
Loan amount	$ 75,000,000

SCHEDULE OF FAIR VALUE OF ASSET

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Amount	$ 4,227	$ 4,463
Fair Value	4,227	4,463
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	3	15
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	4,224	4,448
Term Loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Amount	1,010	1,014
Fair Value	1,010	1,014
Term Loan [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
Term Loan [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
Term Loan [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,010	1,014
June Public Offering [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Amount	3,214	3,434
Fair Value	3,214	3,434
June Public Offering [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
June Public Offering [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
June Public Offering [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	3,214	3,434
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Amount	3	15
Fair Value	3	15
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	3	15
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value

SCHEDULE OF CHANGES FOR LEVEL 3

SCHEDULE OF CHANGES FOR LEVEL 3 ITEMS MEASURED AT FAIR VALUE ON RECURRING BASIS USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Term Loan [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair value as of January 1, 2023		$ 1,014	$ 30,841
Warrant exercises			(8,822)
Change in fair value, gain included in net loss	[1]	(4)	(17,998)
Fair value as of March 31, 2023		1,010	$ 4,021
June Public Offering [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Fair value as of January 1, 2023		3,434
Change in fair value, gain included in net loss	[1]	(220)
Fair value as of March 31, 2023		$ 3,214
[1]Changes in fair value of warrant liabilities are disclosed separately in the Condensed Consolidated Statements of Operations

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw material	$ 26,995	$ 31,604
Finished goods	6,583	7,174
Total inventory	$ 33,578	$ 38,778

SCHEDULE OF BREAKOUT OF OPERATI

SCHEDULE OF BREAKOUT OF OPERATING LEASES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use assets	$ 23,988	$ 3,315
Short-term operating lease liabilities	1,682	1,288
Long-term operating lease liabilities	22,763	2,234
Total operating lease liabilities	$ 24,445	$ 3,522
Weighted average remaining lease term	9 years 3 months 14 days	2 years 7 months 6 days
Weighted average discount rate	7.75%	5.20%

SCHEDULE OF FUTURE MINIMUM LEAS

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
December 31, 2024	[1]	$ 2,460
December 31, 2025		4,267
December 31, 2026		3,810
December 31, 2027		3,004
December 31, 2028		3,094
Thereafter		19,070
Total lease payments		35,705
Less imputed interest		11,260
Total operating lease liabilities		$ 24,445	$ 3,522
[1]Represents scheduled payments for the remaining nine-month period ending December 31, 2024.

SCHEDULE OF LEASE COST (Details

SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 02, 2022	Mar. 31, 2024	Mar. 31, 2023
Loss Contingencies [Line Items]
Operating lease cost	$ 23	$ 655	$ 393
Cost of Sales [Member]
Loss Contingencies [Line Items]
Operating lease cost		350	347
Research and Development Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		23	22
General and Administrative Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		270	12
Selling and Marketing Expense [Member]
Loss Contingencies [Line Items]
Operating lease cost		$ 12	$ 12

SCHEDULE OF BREAKOUT OF FINANCE

SCHEDULE OF BREAKOUT OF FINANCE LEASES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Finance lease right-of-use assets	$ 99	$ 106
Short-term finance lease liabilities	37	36
Long-term finance lease liabilities	56	66
Total finance lease liabilities	$ 93	$ 102
Weighted average remaining lease term	2 years 6 months	2 years 8 months 12 days
Weighted average discount rate	5.20%	5.20%

SCHEDULE OF FUTURE MINIMUM LE_2

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
December 31, 2024	[1]	$ 31
December 31, 2025		41
December 31, 2026		24
December 31, 2027		4
Total lease payments		100
Less imputed interest		7
Total operating lease liabilities		$ 93	$ 102
[1]Represents scheduled payments for the remaining nine-month period ending December 31, 2024.

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands		3 Months Ended
	Feb. 02, 2022	Mar. 31, 2024	Mar. 31, 2023
Loss Contingencies [Line Items]
Monthly base rent	$ 230
Operating lease costs	23	$ 655	$ 393
Estimated monthly property taxes	$ 21
Percentage of escalation of monthly base rent	3%
Percentage of escalation of fix operating expense costs	2.40%
Minimum [Member]
Loss Contingencies [Line Items]
Lease payments		$ 118
Finance lease term		3 years
Maximum [Member]
Loss Contingencies [Line Items]
Lease payments		$ 361
Finance lease term		5 years

SCHEDULE OF FUTURE DEBT MATURIT

SCHEDULE OF FUTURE DEBT MATURITIES (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2024
2025	938
2026	78,703
Total	79,641
Less: Estimated interest paid-in-kind	(2,527)
Total debt	77,114
Less: Unamortized debt issuance costs	(55,277)
Total carrying amount	21,837
Less: Current portion of debt	(21,837)
Total long-term debt

LONG TERM DEBT (Details Narrati

LONG TERM DEBT (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Oct. 07, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 10, 2022
Debt Instrument [Line Items]
Long term debt		$ 77,114,000
Paid in kind interest		1,260,000	$ 1,238,000
Unamortized debt discount		$ 55,277,000
Penny Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase shares		2,593,056
Warrants 10 [Member]
Debt Instrument [Line Items]
Warrants to purchase shares		1,600,000			457,142
Share price		$ 10
Term Loan Agreement [Member]
Debt Instrument [Line Items]
Prepayment of debt installment				$ 5,275,000
Term Loan Agreement [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Interest expense debt, excluding amortization		$ 3,701,000	3,496,000
Amortization of debt issuance costs		894,000	$ 219,000
Long term debt		21,837,000		19,683,000
Loan principal amount		69,725,000		69,725,000
Paid in kind interest		7,389,000		6,130,000
Unamortized debt discount		$ 55,277,000		$ 56,172,000
Term Loan Agreement [Member] | Penny Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase shares		2,593,056
Term Loan Agreement [Member] | Warrants 10 [Member]
Debt Instrument [Line Items]
Warrants to purchase shares		1,600,000
Share price		$ 10
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, amortization percentage	5%
Debt instrument, amortization amount	$ 937,500
Debt instrument, amortization period	24 months
Basis spread on variable rate	13.50%
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | Until April 1 2023 [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash	7%
Variable rate, payable in kind	6.50%
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash	7%
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1%
Variable rate, payable in cash	11.50%
Variable rate, payable in kind	4.50%
Senior Secured Term Loan Facility [Member] | Term Loan Agreement [Member] | After April 1, 2023 Until October 1, 2024 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate, payable in cash	13.50%
Variable rate, payable in kind	6.50%

ASSET PURCHASE AGREEMENT (Detai

ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Asset Acquisition [Line Items]
Cost of sales	$ 3,000	$ 9,454	$ 14,124
Selling and Marketing Expense [Member]
Asset Acquisition [Line Items]
Compensation expense				$ 2,000
Thomason And Jones [Member]
Asset Acquisition [Line Items]
Payment of related party	1,000
Inventory and Intellectual Property Assets [Member]
Asset Acquisition [Line Items]
Purchase price for acquiring machinery and equipment		$ 444
Inventory and Intellectual Property Assets [Member] | Richard Jones [Member]
Asset Acquisition [Line Items]
Contingent payments	1,000
Inventory and Intellectual Property Assets [Member] | Maximum [Member]
Asset Acquisition [Line Items]
Purchase price for acquiring machinery and equipment	$ 700

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended
	Nov. 07, 2023	Apr. 26, 2023	Feb. 28, 2023	Mar. 31, 2024	Mar. 31, 2023	Feb. 27, 2024	Jan. 26, 2024	Mar. 05, 2023
Related Party Transaction [Line Items]
Stock options exercised
Gneral and administrative expense				$ 4,813	$ 9,495
Chief Legal Officer [Member]
Related Party Transaction [Line Items]
Due to related party		$ 720
Share based compensation		$ 76
March Note [Member]
Related Party Transaction [Line Items]
Promissory note								$ 1,000
Loan fee amount								$ 100
January Note [Member]
Related Party Transaction [Line Items]
Promissory note							$ 1,000
Loan fee amount							$ 50
February Note [Member]
Related Party Transaction [Line Items]
Promissory note						$ 1,700
Loan fee amount						$ 85
Chief Operating Officer [Member]
Related Party Transaction [Line Items]
Repayment to officer				100
Due to related party				$ 1,000
Stock options exercised	100,000
Stock options expired	76,316
Gneral and administrative expense			$ 116

SCHEDULE FAIR VALUE WARRANTS (D

SCHEDULE FAIR VALUE WARRANTS (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Penny Warrants [Member]
Common stock price	$ 0.54	$ 0.54
Exercise price	$ 0.01	$ 0.01
Dividend yield	0%	0%
Term		10 years
Volatility	96%	96%
Risk-free rate	4.20%	3.90%
Fair value	$ 0.54	$ 0.54
Penny Warrants [Member] | Minimum [Member]
Term	8 years 6 months 7 days
Penny Warrants [Member] | Maximum [Member]
Term	9 years 9 months
Investor Warrants [Member]
Common stock price	$ 0.54	0.54
Exercise price	$ 2	$ 2
Dividend yield	0%	0%
Term	4 years 2 months 23 days	4 years 5 months 23 days
Volatility	104%	106%
Risk-free rate	4.30%	3.90%
Fair value	$ 0.29	$ 0.31

SCHEDULE OF ROLL FORWARD IN WAR

SCHEDULE OF ROLL FORWARD IN WARRANTS (Details)	3 Months Ended
	Mar. 31, 2024 shares
Warrants outstanding, Ending	24,510,575
Term Loan Warrants [Member]
Warrants Outstanding, Beginning	1,884,510
Exercise of warrants
Issuance of warrants
Warrants outstanding, Ending	1,884,510
Investor Warrants [Member]
Warrants Outstanding, Beginning	11,131,900
Exercise of warrants
Issuance of warrants
Warrants outstanding, Ending	11,131,900

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 29, 2023	Oct. 10, 2022
Exercise of public warrants, shares	0
Warrants outstanding	24,510,575	12,266,971
Warrant exercise purchase, description	the Company issued (i) the penny warrants to the Term Loan Lenders exercisable to purchase an aggregate of 2,593,056 shares of Common Stock (the “Penny Warrants”) and (ii) the $10 warrants to issue warrants to the Term Loan Lenders exercisable to purchase an aggregate of 1,600,000 shares of Common Stock at $10 per share (the “$10 Warrants” and, together with the Penny Warrants, the “Term Loan Warrants”). The $10 Warrants were exercised on a cashless basis on October 10, 2022, with the Company issuing 457,142 shares of Common Stock in connection with such exercise.
Common Stock [Member]
Exercise of public warrants, shares		64,971,000
Warrants, shares		73,500,000
Public Warrants [Member]
Warrants issued	9,487,500	9,487,500
Warrants outstanding	9,487,500	9,487,500
Private Placement Warrants [Member]
Number of warrants issued			3,126,472
Warrants, shares			1,100,000
Warrants outstanding	1,501,386		1,501,386
Penny Warrants [Member]
Number of warrants issued	2,593,056
Penny Warrants [Member] | Common Stock [Member]
Number of warrants issued			2,000,000	1,286,671
Penny Warrants [Member] | Common Stock [Member] | Lenders [Member]
Number of warrants issued			4,783
Warrants 10 [Member]
Number of warrants issued	1,600,000				457,142
Share Price	$ 10
Warrants 10 [Member] | Common Stock [Member]
Number of warrants issued			1,996,323

SUMMARY OF RESERVED SHARES OF C

SUMMARY OF RESERVED SHARES OF COMMON STOCK FOR ISSUANCE (Details) - shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Equity [Abstract]
Options issued and outstanding	2,315,299	2,364,787	3,731,392
Common stock outstanding	60,260,282	60,260,282	45,795,502
Warrants outstanding	24,510,575		12,266,971
Earnout shares	40,000,000		40,000,000
Shares available for future issuance	10,986,525		4,319,309
Total	138,072,681		106,113,174

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - Purchase Agreement [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issue		73,500
Aggregate net proceeds		$ 597
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregated purchase price	$ 150,000

SCHEDULE OF OPTION ACTIVITY AND

SCHEDULE OF OPTION ACTIVITY AND RELATED INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	2,364,787
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 2.69
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance	$ 1.57
Weighted- Average Remaining Contractual Life (in years)			7 years 7 months 6 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 60
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Granted in Period, Intrinsic Value
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	(49,488)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	$ 3.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	$ 1.77
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeitedInPeriodTotalIntrinsicValue]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	2,315,299	3,731,392	2,364,787
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 2.68		$ 2.69
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance	$ 1.56		$ 1.57
Weighted- Average Remaining Contractual Life (in years)	6 years 5 months 1 day
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 60		$ 60
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	1,651,913
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 2.46
Weighted- Average Remaining Contractual Life (in years), Vested and Exercisable	6 years 4 months 2 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 60
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	2,315,299
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 2.68
Weighted- Average Remaining Contractual Life (in years), Vested and expected to vest	6 years 5 months 1 day
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	$ 60

SCHEDULE OF RESTRICTED STOCK UN

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares			3 Months Ended
	Feb. 05, 2024	Feb. 10, 2023	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares , beginning balance			47,000
Weighted average fair market value , beginning balance			$ 2.69
Number of shares , beginning balance	220,000	461,998	220,000
Weighted average fair market value , beginning balance			$ 0.43
Number of shares , beginning balance	(100,000)		(104,875)
Weighted average fair market value , beginning balance			$ 2.34
Number of shares , beginning balance			162,125
Weighted average fair market value , beginning balance			$ 0.97

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands			3 Months Ended		12 Months Ended
	Feb. 05, 2024	Feb. 10, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 266	$ 4,487
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, vested	220,000	461,998	220,000
Restricted stock units, value			$ 3,464
Restricted stock units, vested	100,000		104,875
Restricted Stock Units Unvested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, value			$ 95
Restricted Stock Units Vested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 45
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued in public offering (ATM), net of costs, shares				73,500,000
2022 Stock Incentive Plan [Member] | Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issued in public offering (ATM), net of costs, shares			2,464,400		1,500,000
Outstanding shares percentage					1%
2022 Equity Incentive Plan and Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unissued authorized and available for future awards			10,986,525
Cost of Sales [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 32	$ 36
Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			65	29
Selling and Marketing Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			60	856
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 109	$ 3,566

SCHEDULE OF BASIC AND DILUTED E

SCHEDULE OF BASIC AND DILUTED EARNING (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ (10,367)	$ 4,775
Weighted average number of common shares-basic	60,260,282	45,104,515
Net (Loss) Income per share, basic	$ (0.17)	$ 0.11
Dilutive effect related to stock options and warrants		3,351,481
Weighted average diluted shares outstanding	60,260,282	48,455,996
Net (Loss) Income per share, diluted	$ (0.17)	$ 0.10

SCHEDULE OF NUMBER OF POTENTIAL

SCHEDULE OF NUMBER OF POTENTIAL SHARES OF COMMON STOCK (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	26,987,999	11,034,930
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	24,510,575	10,923,915
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	162,125	111,015
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares-basic	2,315,299

SCHEDULE OF PREVIOUSLY ISSUED F

SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 01, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of Goods Sold	$ 3,000	$ 9,454	$ 14,124
Gross Profit		3,051	4,667
Loss From Operations		(5,839)	(9,892)
Interest Expense		(4,760)	(3,856)
Income Before Taxes		(10,367)	4,775
Net income (loss)		$ (10,367)	$ 4,775
Net Income per share - Basic		$ 0.17	$ (0.11)
Net Income per share – Diluted		$ 0.17	$ (0.10)
Change in Accrued Tariffs			$ 117
Retained Earnings		$ (51,906)	(22,947)	$ (41,539)	$ (27,722)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of Goods Sold			14,048
Gross Profit			4,743
Loss From Operations			(9,816)
Interest Expense			(3,815)
Income Before Taxes			4,892
Net income (loss)			$ 4,892
Net Income per share - Basic			$ (0.11)
Net Income per share – Diluted			$ (0.10)
Change in Accrued Tariffs
Retained Earnings			(22,241)		(27,133)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of Goods Sold			76
Gross Profit			(76)
Loss From Operations			(76)
Interest Expense			(41)
Income Before Taxes			(117)
Net income (loss)			$ (117)
Net Income per share - Basic			$ 0
Net Income per share – Diluted			$ 0
Change in Accrued Tariffs			$ 117
Retained Earnings			$ (706)		$ (589)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)							3 Months Ended
	Apr. 30, 2024 USD ($) shares	Apr. 24, 2024 shares	Apr. 17, 2024 shares	Apr. 12, 2024 USD ($) ft² shares	Feb. 05, 2024 shares	Feb. 10, 2023 shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	May 13, 2024 $ / shares shares	Dec. 31, 2023 $ / shares
Subsequent Event [Line Items]
Stock options exercised shares | shares
Stock options exercised value | $								$ 93,000
Cash | $							$ 8,501,000
Common stock, shares par value | $ / shares							$ 0.0001			$ 0.0001
Common Stock [Member]
Subsequent Event [Line Items]
Stock options exercised shares | shares								36,009
Stock options exercised value | $
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Shares issued | shares					220,000	461,998	220,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Units | shares			3,428
Stock Issued During Period, Shares, Employee Stock Purchase Plans | shares		244,774
Stock options exercised shares | shares	992
Stock options exercised value | $	$ 1
Area of land | ft²				64
Payments for rent | $				$ 45,000
Lease term percentage				3%
Security deposit | $				$ 50,000
Subsequent Event [Member] | May 2024 Penny Warrants [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Warrans purchase | shares									2,550,000
Common stock, shares par value | $ / shares									$ 0.0001
Exercise price | $ / shares									$ 0.01
Warrants exercisable Term									10 years
Subsequent Event [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				1,532,000
Subsequent Event [Member] | Chief Revenue Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				490,000
Subsequent Event [Member] | Chief Marketing Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				$ 236,000
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Conversion of Units | shares			4,875
Shares issued | shares				836,295
Cash | $				$ 30,000
Number of shares authorized for issuance | shares				222,222
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				$ 511,000
Shares issued | shares				567,407
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Revenue Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				$ 163,000
Shares issued | shares				181,481
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Marketing Officer [Member]
Subsequent Event [Line Items]
Issuance of cash and equity awards | $				$ 79,000
Shares issued | shares				87,407