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

Rhea-AI Filing Summary

Baiya International Group Inc. (BIYA) filed a Form 6-K announcing a board change effective 21 July 2025.

• Director and Audit Committee chair Zicen Liao resigned; the company states the departure involved no disagreements on operations, policies or practices.
• The remaining directors appointed Yankun Wang to fill the vacancy. She becomes director, Audit Committee chair, and a member of both the compensation and nominating committees.
• Wang has 10+ years of HR and administrative experience, most recently as HR & Administration Manager at Jinke Yulv Technology (Mar 2023–present) and previously Deputy Director of Administration at Sichuan Jiaotou Tianfu Real Estate (2019–2023). She holds a nationally accredited Economics Professional Qualification and a B.A. in marketing from Sichuan Normal University.

The filing contains no financial results, strategic initiatives, or transaction details; its scope is limited to the governance change.

Positive

• Vacancy filled immediately, reducing risk of audit-committee non-compliance and potential listing issues.

Negative

• New Audit Committee chair lacks explicit accounting/audit background, which could raise investor concern about oversight robustness.

Insights

Corporate Governance Expert

TL;DR: Board vacancy swiftly filled; new Audit Chair’s finance depth unclear—neutral governance impact.

Ms. Liao’s resignation removes an experienced audit chair but the absence of disagreement minimizes immediate red flags. Prompt appointment of Ms. Wang avoids prolonged non-compliance with Nasdaq audit-committee composition rules. However, her résumé emphasizes HR and administration rather than accounting or financial oversight, raising questions about whether she meets SEC “financial expert” criteria. Until the company clarifies her audit qualifications, the market is likely to view the event as neutral but monitor governance quality.

Financial Analyst

TL;DR: No financial data disclosed; change unlikely to affect near-term valuation.

The 6-K delivers no earnings, guidance, or capital-structure information, so financial models remain unchanged. While audit-committee leadership matters for reporting quality, the seamless transition limits risk of filing delays or restatements. Unless future disclosures reveal gaps in Wang’s audit competence, I classify this as non-material to cash flows and maintain a neutral stance on BIYA’s investment thesis.

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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 29, 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 1.01 Entry into a Material Definitive Agreement.

On July 30, 2025, Dragonfly Energy Holdings Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC, as the underwriter (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 21,980,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a price to the public of $0.25 per share. All of the Shares in the Offering are being sold by the Company.

The net proceeds to the Company from the Offering are expected to be approximately $4.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about July 31, 2025, subject to customary closing conditions.

The Shares are being offered and sold pursuant to a prospectus supplement, dated July 30, 2025 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (“SEC”) on July 30, 2025, and an accompanying base prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-275559), which was previously filed with the SEC on November 15, 2023 and declared effective on November 24, 2023.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 90 day period following the date of the Underwriting Agreement.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, and indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Parsons Behle & Latimer relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 29, 2025, the Company issued a press release regarding the launch of the Offering (the “Launch Press Release”). On July 30, 2025, the Company issued a press release announcing that it had priced the Offering (the “Pricing Press Release”). Copies of the Launch Press Release and the Pricing Press Release are furnished hereto as Exhibits 99.1 and Exhibit 99.2, respectively.

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the amount of proceeds expected from the Offering, and the timing and certainty of completion of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company’s ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2024 and the Prospectus Supplement. These documents contain important factors that could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 30, 2025, by and between Dragonfly Energy Holdings Corp. and Canaccord Genuity LLC
5.1		Opinion of Parsons, Behle & Latimer.
23.1		Consent of Parsons Behle & Latimer (contained in Exhibit 5.1)
99.1		Press Release dated July 29, 2025
99.2		Press Release dated July 30, 2025
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: July 30, 2025.	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

FAQ

Why did Baiya International Group (BIYA) file this Form 6-K?

To announce the resignation of director Zicen Liao and the appointment of Yankun Wang as director and Audit Committee chair.

Did Zicen Liao resign due to disagreements with BIYA?

No. The filing states her resignation was not related to any disagreement on company matters.

Who is the new Audit Committee chair at BIYA?

Ms. Yankun Wang, appointed on 21 July 2025, now chairs the Audit Committee and sits on the compensation and nominating committees.

Does the filing include any financial or earnings information for BIYA?

No. The 6-K is limited to board changes and contains no financial data or guidance.

What is Ms. Wang’s professional background?

Over 10 years in HR and administration: HR & Admin Manager at Jinke Yulv Technology (since 2023) and Deputy Director at Sichuan Jiaotou Tianfu Real Estate (2019-2023).