[SCHEDULE 13G] Dragonfly Energy Holdings Corp. Warrant SEC Filing

Rhea-AI Filing Summary

On 07/30/2025, CVI Investments, Inc. and its investment manager, Heights Capital Management, Inc., filed a Schedule 13G declaring passive ownership in Dragonfly Energy Holdings Corp. (common stock, CUSIP 26145B304). The two entities jointly report 3,800,000 shares held with shared voting and dispositive power and no sole authority. Based on 61,724,470 shares outstanding (per the Company’s 07/30/2025 prospectus supplement), the stake equals 6.2 % of the public float.

The filing is made under Rule 13d-1(c), signaling a non-activist, passive investment. Both parties expressly disclaim additional beneficial ownership beyond their pecuniary interest. The certification affirms the shares were not acquired to influence control. The document was signed by Sarah Travis, Assistant General Counsel at Heights Capital, on 08/04/2025.

Positive

• Institutional endorsement: A hedge-fund–backed group now holds 6.2 % of outstanding shares, signalling external confidence and potentially increasing liquidity.

Negative

• Potential share overhang: The passive holders could exit the 3.8 million-share position without prior notice, possibly adding short-term selling pressure.

Insights

Equity Portfolio Manager

TL;DR: 6.2 % passive stake adds institutional support; limited governance impact.

The disclosure introduces a mid-size hedge-fund affiliate (CVI/Heights) as Dragonfly’s newest ≥5 % holder. While the position is not large enough to dictate strategy, it broadens the institutional shareholder base and may improve trading liquidity. Because the form is 13G, the investors attest to a passive posture, reducing chances of activist pressure. Nonetheless, a block representing ~13 trading days of average volume could create an overhang if the holders exit quickly. Overall impact: slightly positive for perception, neutral for control dynamics.

Corporate Governance Analyst

TL;DR: Passive filing limits governance risk; watch for possible block sales.

Rule 13d-1(c) filing indicates no immediate intent to influence corporate actions—a relief for management. Both entities share voting/dispositive authority, so decisions require coordinated action, lowering sudden activism probability. However, the 6.2 % block’s liquidity horizon is unclear. Any rapid disposal could pressure the share price, especially in a small-cap context. I deem the event moderately impactful, leaning neutral-positive.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dragonfly Energy Holdings Corp.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

26145B304

(CUSIP Number)

07/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 26145B304

1

Names of Reporting Persons

CVI Investments, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,800,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,800,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,800,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP No. 26145B304

1

Names of Reporting Persons

Heights Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,800,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,800,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,800,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dragonfly Energy Holdings Corp.
(b)	Address of issuer's principal executive offices: 12915 Old Virginia Road, Reno, NV 89521
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Dragonfly Energy Holdings Corp. (the "Company"), $0.0001 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 26145B304
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The Company's Prospectus Supplement (to Prospectus dated November 24, 2023, Registration No. 333-275559), filed on July 30, 2025, indicates there were 61,724,470 Shares outstanding as of the completion of the offering of the Shares referred to therein.
(b)	Percent of class: 6.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	08/04/2025

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	08/04/2025

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit I hereto.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ I Limited Power of Attorney II Joint Filing Agreement

FAQ

How many Dragonfly Energy (DFLIW) shares do CVI Investments and Heights Capital own?

They report 3,800,000 common shares.

What percentage of Dragonfly Energy’s outstanding shares does the 3.8 million stake represent?

The filing states the position equals 6.2 % of the 61.7 million shares outstanding.

Is the stake held with sole or shared voting power?

All voting and dispositive power is shared; neither entity has sole authority.

Why was a Schedule 13G, not 13D, filed?

Rule 13d-1(c) 13G indicates a passive investment with no intent to influence control.

What is the effective date triggering this filing?

The reporting trigger date is 07/30/2025.

Who signed the filing on behalf of the reporting persons?

Sarah Travis, Assistant General Counsel & Assistant Secretary of Heights Capital Management, Inc., signed on 08/04/2025.