Dragonfly Energy Holdings Corp (DFLI)

[getmoreshares]

? to elect two directors to the Board of Directors to hold office until the 2026 annual meeting of stockholders;

? to approve an amendment to our Articles of Incorporation to increase the number of shares of common stock authorized for issuance thereunder from 170,000,000 to 250,000,000 (“Proposal 2”);

? to approve the adjournment of the Annual Meeting in the event that the number of shares of common stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 2 are insufficient;

? to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and

? to consider any other business that may properly come before the meeting or any adjournment or postponement thereof.