Amended Notification That Annual Report Will Be Submitted Late (nt 10-k/a)
03 Aprile 2023 - 12:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
(Amendment
No. 1)
NOTIFICATION
OF LATE FILING
(Check
one): |
☒
Form 10-K
|
☐ Form 20-F |
☐ Form 11-K |
☐ Form 10-Q |
☐ Form 10-D |
|
☐
Form N-CEN |
☐ Form N-CSR |
|
|
|
|
For
Period Ended: December 31, 2022
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: ______________________________________ |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Dragonfly
Energy Holdings Corp.
|
Full
Name of Registrant |
|
N/A
|
Former
Name if Applicable |
|
1190
Trademark Drive, # 108
|
Address
of Principal Executive Office (Street and Number) |
|
Reno,
Nevada 89521
|
City,
State and Zip Code |
EXPLANATORY
NOTE
This
Amendment No. 1 to Form 12b-25 amends the Form 12b-25 originally filed by the Company on March 31, 2023 (the “Original
Form 12b-25”) and is filed to correct the Company’s response to Part III, and the Original Form 12b-25 as so amended
is restated in its entirety.
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
|
|
|
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra Sheets if Needed)
The
Company has determined that it is unable to file the Form 10-K for the year ended December 31, 2022 (the “Form 10-K”)
within the prescribed time period without unreasonable effort or expense because it requires additional time to complete its financial
statement preparation and review process. The Company’s independent registered public accounting firm is in the process
of finalizing the audit of the Company’s financial statements for the year ended December 31, 2022, and requires additional
time to complete its audit of such financial statements for purposes of inclusion in the Form 10-K. Among other things, the Company
is continuing to assess the accounting treatment related to the business combination completed during the fourth quarter. Although
the assessment is not yet complete, the Company expects to report material weaknesses in its internal controls over financial
reporting and its disclosure controls and procedures.
The
Company intends to file the Form 10-K within the fifteen-day grace period provided by Rule 12b-25.
PART
IV — OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
|
|
Denis
Phares |
|
(775) |
|
622-3448 |
|
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
|
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
|
|
Yes
☒ NO ☐ |
|
|
|
(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
|
|
Yes
☒ NO ☐ |
|
|
The Company expects that the results of operations
to be included in the Annual Report on Form 10-K will reflect the changes in results of operations from the prior year consistent with
the comparative results of operations disclosed in the Company’s press release announcing preliminary unaudited financial results
for the fiscal year ended December 31, 2022 included in its Current Report on Form 8-K furnished with the Securities and Exchange Commission
on March 29, 2023.
|
|
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
Dragonfly
Energy Holdings Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
|
April 3, 2023 |
|
By: |
/s/
Denis Phares |
|
|
|
Name: |
Denis
Phares |
|
|
|
Title: |
Chief
Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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