Chardan NexTech Acquisition 2 Corp.

Penny warrants are shares at essentially no cost: approving them transfers ownership from existing holders to the term loan lenders without bringing in new capital. That the vote invokes Rule 5635(b), the change-of-control rule, as well as 5635(d) signals the lenders could end up controlling the company. For CNTQ-legacy holders the message is that the lenders repriced their credit in equity, and the amendments have now run to a fifth round.

The earnout is larger than the registered consideration: up to 40,000,000 shares in three tranches, the first 15,000,000 requiring 2023 audited revenue of at least $250,000,000 and 2023 operating income of at least $35,000,000, the second 12,500,000 on a VWAP threshold. Trust held only about $31,660,579 at August 11, 2022, against a $5,000,000 PIPE the Sponsor itself is subscribing and an equity facility of up to $150,000,000. Dragonfly's co-founders each take a transaction cash bonus scaled to the Minimum Cash Balance after fees, up to $4,000,000 each.

Dragonfly common stock, after its preferred converts, and options over it are exchanged for New Dragonfly stock and options totalling 41,500,000 shares at a deemed value of $10.00 per share, with the options portion calculated assuming all New Dragonfly options are net-settled. If options are instead cash-exercised after the Closing, up to 801,100 additional shares may be issued, so that total is not a hard ceiling. Based on Dragonfly's outstanding shares and options as of August 9, 2022, approximately 38,189,691 shares go to common holders and 3,310,309 to holders of the assumed options.

Unchanged too are the numbers that decide the outcome: up to 40,000,000 earnout shares in three tranches, the first 15,000,000 on 2023 audited revenue of at least $250,000,000 and operating income of at least $35,000,000; a trust of about $31,660,579 at August 11, 2022; a $5,000,000 PIPE the Sponsor itself subscribes, reducible by its own open-market purchases; and an equity facility of up to $150,000,000. At maximum redemptions the public retains about 6.6%, the Sponsor group 7.9%, the Term Loan Lenders 3.7% on their Penny Warrants and Dragonfly's stockholders 81.8% before any earnout.

The Aggregate Merger Consideration is fixed at 41,500,000 shares at a deemed value of $10.00 per share, and the document states how it splits as of August 9, 2022: approximately 38,189,691 shares to holders of Dragonfly common stock and 3,310,309 shares to holders of assumed options. That option figure assumes every New Dragonfly option is net-settled; if instead options are cash exercised after the closing, up to 801,100 further shares may be issued on top of the aggregate. The 51,147,777 shares on the cover therefore exceed the merger consideration itself.

The consideration is a fixed share pool struck at an assumed price, not a cash figure: Dragonfly common stock and options are cancelled or assumed for New Dragonfly shares and options totalling 41,500,000 shares at a deemed value of $10.00 per share, with up to 801,100 further shares issuable if assumed options are cash-exercised after closing. Based on Dragonfly's outstanding shares and options as of July 20, 2022, approximately 38,189,691 of that pool goes to common holders and the balance to assumed options. The prospectus also covers 3,310,309 additional shares.

Under this registration number the Aggregate Merger Consideration is stated as 40,000,000 shares at a deemed value of $10.00 per share, with Dragonfly preferred converting to common first and options assumed on a net-settled basis. Everything downstream of that total is still blank: the additional shares issuable if options are cash exercised after closing, the as-of date for the share and option counts, and both allocation figures all read [ ]. So this version fixes the size of the pot and leaves its division unstated, and the 52,891,266 shares on the cover exceed the consideration itself.

The allocation is not yet stated in this version. The number of additional shares issuable if Dragonfly options are cash-exercised after the Closing is a bracketed placeholder, as are the as-of date for Dragonfly's outstanding shares and options and the split of the Aggregate Merger Consideration between common holders and holders of the assumed options. The filing warns that Dragonfly options may by their terms be cash-settled, which would dilute beyond the net-settled assumption used to compute the option portion of the consideration.

What changed: Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) furnished a press release reporting preliminary second quarter 2026 results, expressly subject to finalization in the Form 10-Q. Net sales were $13,159 thousand against $16,248 thousand, down 19.0%, with OEM sales at $8,432 thousand (down 16.1%) and direct-to-consumer at $4,477 thousand (down 24.7%). Gross profit was $4.3 million at a 33.0% margin against 28.3%, including a $1.1 million tariff refund benefit recognised in cost of sales. Why it matters: The covenant package was loosened on three fronts at once — minimum cash, interest paid in kind, and two ratio tests pushed to September 2027 — which is what a lender does when the borrower could not meet them as written; it buys about $1 million of liquidity. Guidance implies adjusted EBITDA worsening again in the third quarter, against a stated target of profitability only at roughly $70 million of annualised sales versus about $53 million now.

What changed: 8-K of Dragonfly Energy Holdings Corp. Item 1.01 (entry into a material definitive agreement): on July 31, 2026 its subsidiary acquired substantially all operating assets of the Dakota Lithium brand, on an as-is where-is basis, from Clean Liquidation, LLC (assignment for the benefit of creditors), for an aggregate $4.0 million consisting of $1 million cash and 1,500,000 common shares issued at $2.00 per share for $3.0 million. The shares went to Recipients in exchange for releasing secured claims against the assets, and are locked up for 12 months. Why it matters: The same report discloses a Seventh Amendment to the senior secured Term Loan under which lenders consented to the transaction and the interest rate rises from 12.0% to 14.0% per annum, all payable in kind, through a PIK Period ending December 31, 2026; senior leverage and fixed charge coverage covenant testing is pushed from March 31, 2027 to September 30, 2027; and minimum liquidity is set at $4,000,000 from August 31, 2026 through January 31, 2027 and $5,000,000 thereafter.

What changed: Item 5.02: on June 18, 2026, on the recommendation of its Nominating and Corporate Governance Committee, the board of Dragonfly Energy Holdings Corp. appointed Lukas Lutz as an independent director effective that day and as a member of that committee, replacing Brian Nelson. He was appointed a Class B director with a term expiring at the 2027 annual meeting. In connection with the appointment he was granted 10,000 restricted stock units, half vesting on the grant date and half on the first anniversary. Why it matters: A like-for-like independent director swap that preserves committee composition, which is what a listed company must maintain for continued compliance. The compensation detail is small and fully disclosed: 10,000 restricted stock units with half vesting immediately, which is quicker than the usual one-year cliff for new directors and slightly reduces the retention value of the grant. Nothing here changes results, guidance or capital structure.