July 3, 2024

Denis Phares
Chief Executive Officer
Dragonfly Energy Holdings Corp.
1190 Trademark Drive #108
Reno, Nevada 89521

       Re: Dragonfly Energy Holdings Corp.
           Post-Effective Amendment to Registration Statement on Form S-1 on
           Registration Statement on Form S-3
           Filed on June 21, 2024
           File No. 333-272401
Dear Denis Phares:

       We have reviewed your post-effective amendment and have the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Post-Effective Amendment to Registration Statement on Form S-1 on Registration
Statement on
Form S-3
General

1.     Please provide us with your analysis as to how you satisfy the
eligibility requirements of
       Form S-3, specifically Item I.A.3 to Form S-3. In this regard, we note
that the Form 8-K
       filed on March 4, 2024 related to the January 2024 private placement of
an unsecured
       convertible promissory note. It appears that Item 3.02 was omitted and
this Form 8-K
       does not appear to have been timely filed, given that the relevant event
date was January
       24, 2024. Conversely, the other Form 8-K you filed on March 4, 2024 did
include Item
       3.02 and that Form 8-K appears to involve a substantially similar
transaction as the
       January 2024 private placement. Please advise, or re-file your
registration statement on
       the appropriate form.
 July 3, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at
202-551-3641
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:   Steven M. Skolnick