DFLI 8-K
Dragonfly Energy Holdings Corp. (DFLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
On September 25, 2026, the Audit Committee of the Board of Directors of Dragonfly Energy Holdings Corp. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”), the Company’s independent registered public accounting firm, and approved the engagement of MaloneBailey LLP (“MaloneBailey”) as its new independent registered public accounting firm as of and for the year ended December 31, 2026. As described below, the change in independent registered public accounting firm is not the result of any disagreement with CBIZ CPAs.
CBIZ CPAs’ audit report on the Company’s consolidated financial statements for the year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope, or accounting principles. As previously disclosed in the Company’s Current Report on Form 8-K filed on March 24, 2025, Marcum LLP notified the Company on March 21, 2025, of its intention to resign effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Following the filing of the Form 10-K on March 31, 2025, Marcum LLP’s resignation became effective and CBIZ CPAs was appointed as the Company’s independent registered public accounting firm.
From the period starting March 31, 2025 through September 25, 2026, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of CBIZ CPAs, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2024 and 2025 and the subsequent interim periods through September 25, 2026, neither the Company nor anyone on its behalf has consulted with MaloneBailey regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided CBIZ CPAs with a copy of the disclosures in this Form 8-K and has requested that CBIZ CPAs furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of CBIZ CPAs’ letter, dated September 25, 2026, is filed as Exhibit 16.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibit is filed with this report:
| Exhibit No. | Description | |
| 16.1 | Letter from CBIZ CPAs to the SEC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRAGONFLY ENERGY HOLDINGS CORP. | ||
| Dated: September 25, 2026 | By: | /s/ Denis Phares |
| Name: | Denis Phares | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and President | |
Exhibit 16.1
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CBIZ CPAs P.C
730 Third Avenue 11th Floor New York, NY 10017
P: 212.485.5500 |
September 25, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Dragonfly Energy Holdings Corp. under Item 4.01 of its Form 8-K dated September 25, 2026. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Dragonfly Energy Holdings Corp. contained therein.
Very truly yours,
New York, New York
CBIZCPAS.COM