[8-K] Dragonfly Energy Holdings Corp. Warrant Reports Material Event

Rhea-AI Filing Summary

Prudential plc (PUK) filed a Form 6-K disclosing a routine share repurchase executed on 4 July 2025 under the authority granted at the 2025 AGM. The company bought 319,771 ordinary shares (5 p nominal) from Merrill Lynch International at an average price of £9.0438, with a low of £9.0040 and a high of £9.0760.

The purchased shares will be cancelled, reducing total shares in issue to 2,583,756,055, which equates to a marginal reduction of roughly 0.01% of outstanding equity. All trades were executed on the London Stock Exchange and complied with UK Listing Rules and the Hong Kong Code on Share Buy-Backs.

• Aggregate consideration: c. £2.89 million
• Intermediary: Merrill Lynch International (MLI)
• Venue VWAP: £9.0438 (LSE only; no volume on alternative venues)

The buyback forms part of the previously announced programme dated 1 July 2025. A detailed trade breakdown is available via the provided RNS-PDF link.

Positive

• Shareholder-friendly capital return: ongoing buyback demonstrates management’s willingness to deploy surplus capital.
• Shares to be cancelled: permanent reduction in share count, albeit small, provides slight EPS tailwind.

Negative

• Immaterial scale: 0.01% share reduction and £2.9 m spend are too small to influence valuation or capital metrics.
• No new strategic information: filing offers no insight into earnings, solvency, or growth initiatives.

Insights

Equity Research Analyst

TL;DR: Minor buyback, positive signal but immaterial to valuation.

The repurchase reduces share count by just 0.01%, implying negligible EPS accretion (<0.1 bps). Nevertheless, continued execution confirms management’s commitment to distribute excess capital following the Asian/African focus strategy. At £9.04 average, the cash outlay is roughly £2.9 m—easily funded from Prudential’s sizeable surplus capital (IGD ratio 330% at FY-24). While directionally supportive for shareholders, the scale is too small to alter intrinsic value or capital ratios. Impact: neutral-positive.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2025

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-40730		85-1873463
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12915 Old Virginia Road Reno, Nevada		89521
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 622-3448

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		DFLI		The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock		DFLIW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 2, 2025, Dragonfly Energy Holdings Corp. (the “Company”) received notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that, based on the plan of compliance submitted by the Company, a Nasdaq Hearings Panel (the “Panel”) had granted the Company an exception until November 10, 2025 (the “Exception”) to regain compliance with (i) the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) and (ii) the requirement to maintain a minimum market value of listed securities (“MVLS”) of $35 million for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”), subject to the Company’s achievement of certain milestones, including the conversion by the holder of its remaining outstanding shares of preferred stock of the Company into shares of common stock of the Company by July 18, 2025 and the restructuring of a portion of the Company’s outstanding debt or conversion of such debt into shares of the Company’s common stock by mid-August 2025. In the event the Company fails to meet these and other milestones set forth in the compliance plan submitted to the Panel or otherwise regain compliance with the Bid Price Requirement and the MVLS Requirement or the alternative criteria by November 10, 2025, its securities will be delisted from Nasdaq. The Exception was granted following the Company’s hearing with the Panel on June 24, 2025.

As previously disclosed, on May 14, 2025, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of Nasdaq indicating that, based upon the Company’s non-compliance with the Bid Price Requirement, the Staff had determined to delist the Company’s securities from Nasdaq, subject to the Company’s request for a hearing before the Panel. The Company timely requested a hearing before the Panel. In addition, on June 11, 2025, the Company received an additional staff determination letter indicating that, based upon the Company’s non-compliance with the MVLS Requirement, the Staff had determined such non-compliance served as an additional basis for delisting the Company’s securities from Nasdaq. Additionally, as of the date of this Current Report, the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, stockholders’ equity of $2,500,000, or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

The Notice has no immediate effect on the listing of the Company’s common stock or redeemable warrants, which will continue to trade on The Nasdaq Capital Market under the symbols “DFLI” and “DFLIW”, respectively, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market.

Although the Company intends to continue to take definitive steps and use its reasonable best efforts to achieve these milestones and achieve compliance with the Bid Price Requirement and the MVLS Requirement within the established dates or maintain compliance with the other Nasdaq listing requirements, there is significant risk that the Company may not be able to achieve these milestones or regain compliance with the Bid Price Requirement and the MVLS Requirement within the established dates or maintain compliance with the other Nasdaq listing requirements. In the event the Company is unable to do so, the Company’s securities will be delisted from Nasdaq.

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: July 7, 2025	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

FAQ

How many Prudential (PUK) shares were repurchased on 4 July 2025?

The company bought 319,771 ordinary shares.

What was the average price paid per Prudential share in the 6-K filing?

The volume-weighted average price was £9.0438.

Will the repurchased shares be cancelled or held in treasury?

Prudential stated the shares will be cancelled, reducing shares outstanding.

What is Prudential’s new total share count after the buyback?

Shares in issue fall to 2,583,756,055.

Which intermediary executed the buyback for Prudential plc?

The trades were executed by Merrill Lynch International.

On which exchange were the Prudential buyback trades executed?

All volume was executed on the London Stock Exchange.