UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
For
the fiscal year ended December 31, 2023
OR
For
the transition period from _______ to _______
Commission
file number 001-40730
DRAGONFLY
ENERGY HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
(Address of Principal Executive Offices) (Zip Code)
(775)622-3448
Registrant’s
telephone number, including area code
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 Global Market
Securities
registered pursuant to Section 12(g) of the Act: None.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued statements. ☒
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2023, based on the closing price of $1.48
for shares of the registrant’s common stock as reported by the Nasdaq Global Market, was approximately $45.2 million.
As
of April 12, 2024, there were 60,260,282 shares of the registrant’s common stock, par value $0.0001 per share, issued
and outstanding.
Documents
incorporated by reference:
Portions
of the registrant’s Proxy Statement relating to the 2024 Annual Meeting of Stockholders, scheduled to be filed with the Securities
and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2023, are incorporated
by reference into Part III of this Annual Report on Form 10-K.
TABLE
OF CONTENTS
Page
Part I 1
Item 1. Business 1
Item 1A. Risk Factors 22
Item 1B. Unresolved Staff Comments 43
Item 1C. Cybersecurity 43
Item 2. Properties 43
Item 3. Legal Proceedings 43
Item 4. Mine Safety Disclosures 43
Item 6. [Reserved] 44
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 56
Item 8. Financial Statements and Supplementary Data 56
Item 9A. Controls and Procedures 56
Item 9B. Other Information 58
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 58
Part III 59
Item 10. Directors, Executive Officers and Corporate Governance 59
Item 11. Executive Compensation 59
Item 14. Principal Accountant Fees and Services 59
Item 15. Exhibit and Financial Statement Schedules 60
SIGNATURES 63
i
Cautionary
Note Regarding Forward-Looking Statements
This
Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our
beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve
known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance
or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can
identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,”
“assume,” “should,” “indicate,” “would,” “believe,” “contemplate,”
“expect,” “seek,” “estimate,” “continue,” “plan,” “point to,”
“project,” “predict,” “could,” “intend,” “target,” “potential”
and other similar words and expressions of the future.
There
are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking
statement made by us. These factors include, but are not limited to:
● our ability to successfully increase market penetration into target markets;
● the addressable markets that we intend to target do not grow as expected;
● the loss of any members of our senior management team or other key personnel;
● the loss of any relationships with key customers;
● our ability to protect our patents and other intellectual property;
● our ability to raise additional capital to fund our operations;
● developments relating to our competitors and our industry;
● our current dependence on a single manufacturing facility.
The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements.
Please see “Part I—Item 1A—Risk Factors” for additional risks which could adversely impact our business
and financial performance.
All
forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by
reference into this report. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking
statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections
in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will
result or be achieved or accomplished.
ii
Part
I
Item
1. Business
All
references in this report to “Dragonfly,” the “Company,” “we,” “us,” or “our”
mean Dragonfly Energy Holdings Corp. and its subsidiaries unless stated otherwise or the context otherwise indicates.
Overview
We
are a manufacturer of non-toxic deep cycle lithium-ion batteries that caters to customers in the consumer industry (including the recreational
vehicle (“RV”), marine vessel, solar and off-grid residence industries), and industrial and energy storage markets,
with proprietary, patented and disruptive battery cell manufacturing and non-flammable solid-state cell technology currently under development.
Our goal is to develop technology to deliver environmentally impactful solutions for energy storage to everyone globally. We believe
that the innovative design of our lithium-ion batteries is ideally suited for the demands of modern customers who rely on consumer electronics,
connected devices and smart appliances that require continuous, reliable electricity, regardless of location.
Our
deep cycle lithium iron phosphate (“LFP”) batteries provide numerous advantages compared to incumbent products, such
as lead-acid batteries. LFP batteries are non-toxic and environmentally friendly, do not rely on scarce or controversial metals and are
a highly cost-effective storage solution. LFP batteries use lithium iron phosphate (“LiFePO4”) as the cathode material
for lithium-ion cells rather than nickel or cobalt. Although the energy density of LFP batteries is lower, they have a longer cycle life
and experience a slower rate of capacity loss. LFP is also intrinsically safer than sulfide gases due to its thermal and chemical stability,
meaning our LFP batteries are less flammable than alternative products. As we develop our proprietary solid-state cell technology, we
believe our use of LFP will continue to provide significant advantages over the lithium-ion technology in development by most other companies
that still incorporate less stable components in their chemistries (such as sulfide gases, which are chemically unstable and form hydrogen
sulfide when exposed to air).
We
have a dual-brand strategy for battery products, Dragonfly Energy (“Dragonfly Energy”) and Battle Born Batteries (“Battle
Born”). Battle Born branded products are primarily sold direct-to-consumers (“DTC”), while the Dragonfly
Energy brand is primarily sold to original equipment manufacturers (“OEMs”). However, with the growing popularity
and brand recognition of Battle Born, these batteries have become increasingly popular with our OEM customers. Based on the extensive
research and optimization undertaken by our team, we have developed a line of products with features including a proprietary battery
management system and an internal battery heating feature for cold temperatures, and we have recently launched our unique battery communication
system. We currently source the LFP cells incorporated into our batteries from a limited number of carefully selected suppliers that
can meet our demanding quality standards and with whom we have developed long-term relationships.
We
began as an aftermarket-focused business initially targeting DTC sales in the RV market. Since 2020, we have sold over 290,000 batteries.
For the years ended December 31, 2023 and 2022, we sold 64,906 and 96,034 batteries, respectively, and had $64.5 million and $86.3 million
in sales, respectively. Historically, we have increased total sales through a combination of: increasing DTC sales of batteries for RV
applications; expanding into the marine vessels and off-grid storage markets with related DTC sales; selling batteries to RV OEMs; increasing
sales to distributors; and reselling accessories for battery systems. Our RV OEM customers currently include Keystone RV Company (“Keystone”),
who fulfills certain of its LFP battery requirements exclusively through our Supply Agreement (as defined herein), THOR Industries (“THOR”),
who has made a strategic investment in our business and with whom we intend to enter into a future, mutually agreed exclusive North American
distribution agreement with an initial term of two years (with potential annual renewals), Airstream, and REV, and we are in ongoing
discussions with a number of additional RV OEMS to further increase adoption of our products. For the year ended December 31, 2023, we
faced a number of demand headwinds associated with increased inflation and rising interest rates, which caused a significant year-over-year
decline in units produced for North American RV OEMs. The impact of these unit declines combined with the associated lower demand in
the direct-to-consumer business caused total revenue to decline for the year ended December 31, 2023 compared to the same period last
year. Based on our discussions with customers and current unit forecast projections, we expect our revenue in the RV market
to increase in 2024.
We
currently offer several lines of batteries across our two brands, each differentiated by size, power and capacity, consisting of seven
different models, four of which come with a heated option. To supplement our battery offerings, we are also a reseller of accessories
for battery systems. These include chargers, inverters, monitors, controllers and other system accessories from brands such as Victron
Energy, Progressive Dynamics, Magnum Energy and Sterling Power. Pursuant to the Asset Purchase Agreement dated April 22, 2022 by and
among us and Thomason Jones Company, LLC (“Thomason Jones”) and the other parties thereto, we also acquired the assets,
including the Wakespeed Offshore brand (“Wakespeed”) of Thomason Jones, allowing us to include our own alternator
regulator in systems that we sell.
Our
battery packs are designed and assembled in-house in the United States. In April 2021, we opened our current 99,000 square foot
facility in Reno, Nevada, which has allowed us to increase our production capacity and gave us the ability to increase sales to
existing customers and penetrate new markets. Our 99,000 square foot facility provides a streamlined, partially autonomous
production process for our current batteries, which comprises module assembly and battery assembly, with the availability to expand
the number of lines to handle increased volumes and the additional battery modules we intend to introduce in the near future. We
also entered into a lease for use of an approximately 64,000 square foot facility to further increase our capacity to produce our
patented dry electrode process (the “Fernley Lease Agreement”). We plan to continue to expand our production
capacity as needed and have entered into a lease for a 390,240 square foot facility in Reno, Nevada that is currently under
construction which is expected to be completed in the second half of 2024. The commencement date for the lease for this facility was
March 25, 2024, based on the construction project being identified as “substantially complete”. This facility will
enable us to consolidate various operations in Reno, NV and will allow for expected expansion for new markets.
Through
our Battle Born Batteries and Wakespeed brands, we operate in three primary consumer end markets: RVs, marine vessels, and off-grid storage
systems. We are strategically expanding into additional markets, with a focus on heavy-duty trucks, work trucks, and industrial solar
integration. Within our core markets, we focus on displacing lead-acid batteries with our technologically advanced and greener lithium-ion
solutions. Our Battle Born Batteries portfolio is designed to provide customers with a reliable, long-lasting, and highly efficient off-grid
power source for powering appliances, air conditioning, lighting, and other devices commonly found in these applications.
We
continue to leverage our proven sales and marketing strategy to efficiently penetrate our target end markets. We prioritize customer
education through various channels, highlighting the distinct advantages of lithium-ion batteries over traditional lead-acid alternatives.
Tradeshows, rallies, and industry events serve as key platforms for direct customer engagement, featuring product demonstrations, educational
seminars, and opportunities for interaction with knowledgeable sales and technical experts. We further amplify our reach through a robust
social media program, strategically partnering with content creators and industry influencers to disseminate product benefits to targeted
audiences. Additionally, we cultivate relationships with industry publications to secure editorial coverage that informs and educates
potential customers. We also employ a targeted pay-per-click (“PPC”) advertising campaigns across various platforms,
including search engines, social media, and connected TV to efficiently convert high-intent customers at the bottom of the purchase funnel.
Drawing
upon our success in collaborating with RV and marine OEMs, we have begun expanding into the heavy-duty trucking market. We are
leveraging our expertise in designing and supporting lithium-ion storage systems to tailor solutions meeting specific OEM
requirements. These solutions have been adopted as factory-installed features, demonstrating their value proposition for truck
fleets seeking to:
This
strategic approach has resulted in successful pilot programs with fleets representing over 15% of the North American heavy-duty trucking
market.
To
augment our core lithium-ion battery pack business, we rely on our research and development department. The team has successfully developed
innovative manufacturing processes for dry-electrode manufacturing of lithium-ion cells, and continues development efforts relating to
next-generation solid-state technology. Since our inception, we have built a comprehensive patent portfolio around our proprietary dry-electrode
battery manufacturing process, which eliminates the use of harmful solvents and energy-intensive drying ovens compared to traditional
methods. This translates to significant environmental and cost benefits, including reduced energy consumption, smaller space requirements,
and a lower carbon footprint.
Moreover,
our solid-state technology in development removes the need for a liquid electrolyte, thereby addressing safety concerns related to flammability.
Our unique competitive edge lies in the combination of solid-state technology with its scalable dry-electrode manufacturing process.
This enables the rapid production of cells having an intercalation anode (like graphite or silicon), unlike many competitors reliant
on less stable lithium metal anodes. We believe this design offers superior cyclability and safety, serving as a key differentiator in
the energy storage market. Furthermore, internal production of both conventional and solid-state cells streamlines our supply chain and
enables vertical integration, ultimately driving down production costs.
Industry
Background
For
decades, lead-acid batteries have been the dominant player in power and energy markets worldwide. Since the introduction of the absorbed
glass mat (“AGM”) lead-acid battery in the mid-1970s, the technological advancements in lead-acid battery technology
have been limited. LFP batteries have numerous advantages over the incumbent lead-acid batteries used in today’s markets:
End
Markets
Current
Markets
According
to a Frost and Sullivan report commissioned by us in 2021 (“Frost & Sullivan”), the total addressable market (“TAM”)
of our three current end markets is estimated to be approximately $12 billion by 2025.
Addressable
Adjacent Markets
Our
addressable markets are areas with significant growth potential that we will be positioned to penetrate as customers turn towards LFP
and other lithium-ion batteries as replacements for traditional lead-acid batteries. As these medium- and long-term markets mature, we
intend to deploy our solid-state technology, once developed, while concurrently continuing to further displace the incumbent lead-acid
technology. According to Frost & Sullivan, our TAM is estimated to be $85 billion by 2025.
Our
Competitive Strengths
We
believe that we possess the largest share in the markets we operate in due to our following business strengths, which distinguish us
in this competitive landscape and position us to capitalize on the anticipated continued growth in the energy storage market:
Our
Growth Strategy
We
intend to leverage our competitive strengths, technology leadership and market share position to pursue our growth strategy through the
following:
Our
Products and Technology
Chemistry
Comparison
Lead-acid
batteries were the first form of rechargeable battery to be developed and modified across different platforms for a variety of uses,
from powering small electronics to use for energy storage in back-up power supplies in cell phone towers. Since the development in the
1970s of AGM lead-acid batteries, a form of sealed lead-acid battery that enables operation in any position, there has been limited innovation
in lead-acid battery technology. The push to develop longer-lasting, lower-cost, more environmentally-friendly and faster-charging batteries
has led to the development of lithium-ion batteries and, within the lithium-ion battery market, different chemistries.
There
are several dominant battery chemistries in the lithium-ion market that can be used for different purposes. Two widely adopted chemistries
found in the market today are nickel manganese cobalt (“NMC”), and nickel cobalt aluminum (“NCA”).
The higher energy density and shorter cycle life found in NMC and NCA batteries are suitable for markets where fast charging and high
energy density are required, such as electric vehicle (“EV”) powertrains and consumer electronics. LFP batteries are
best suited for energy storage markets where long life and affordability are paramount, such as RV, marine vessel, off-grid storage,
onboard tools, material handling, utility-grade storage, telecom, rail and data center markets.
NMC
batteries are highly dependent on two metals that present significant constraints — nickel, which is facing an industry-wide
shortage, and cobalt, a large percentage of which comes from conflict-ridden countries. According to an article by McKinsey & Company
titled “Lithium and Cobalt: A tale of two commodities”, global forecasts for cobalt show supply shortages arising
as early as 2022, slowing down NMC battery growth. Both of these elements are also subject to commodity price fluctuations, making NMC
and NCA batteries less cost-effective than LFP batteries. LFP batteries do not contain these elements and materials can be sourced domestically,
and are therefore not subject to these shortages, geopolitical concerns or commodity price fluctuations. In fact, LFP batteries have
no toxic elements, offering a much safer environmental alternative. The temperature threshold for thermal runaway (i.e., lithium-ion
battery overheating that can result in an internal chemical reaction) is higher for LFP batteries as compared to NMC and NCA batteries,
making LFP batteries less flammable and safer.
LFP
batteries have a useful life of approximately 10 to 15 years compared to one to two years for lead-acid batteries, and typically charge
up to five times faster. LFP batteries are also not constrained by weight (having the same energy capacity at one-fifth of the weight)
or temperature (having the ability to generate power even in low temperatures and to not swell or heat up when charging or discharging)
and are generally maintenance free.
In
the electric vehicle market, the race to provide the highest energy density facilitating frequent, rapid acceleration, greatest range
and fastest charging battery — all while competing on cost — is where many new battery companies
are prioritizing their efforts. Success in the electric vehicle market requires use of chemistries capable of optimization to these requirements.
In our targeted stationary storage markets, the ideal solution requires a safe, long-lasting battery in terms of discharge/charge cycles
with a focus on providing a steady power stream. LFP batteries are better suited for the stationary storage market compared to NMC and
NCA batteries, as LFP batteries are safer and have a significantly longer life cycle making them more cost-effective. The market for
utility grade storage, particularly for clean energy projects, and the related adoption of lithium-ion batteries (including LFP batteries)
is expected to increase as the fully-loaded cost of energy (production and storage) approaches cost parity with inexpensive fossil fuel
energy provided through the electric grid. Compared to NMC and NCA batteries, LFP batteries are at or much closer to grid parity.
Dry
Electrode Cell Manufacturing Technology
Since
our inception, we have been developing proprietary dry-electrode manufacturing processes for which we have issued patents and pending
patent applications, where appropriate. Dry-electrode manufacturing eliminates the use of toxic and expensive solvents and energy-intensive
drying ovens in the cell manufacturing process. This in turn reduces the energy usage, space requirements, carbon footprint, and overall
cost as compared to conventional slurry-based methods. Furthermore, the manufacturing technology is chemistry agnostic – meaning
it can produce battery cells across a variety of different chemistries and application use cases. In July 2023, we completed the construction
of our dry-electrode manufacturing pilot line. In August 2023, we successfully demonstrated the ability to produce Anode material at
scale using this manufacturing process and did the same with Cathode material in October 2023. We are currently producing sample cells
for prospective customers across a variety of chemistries and end-markets and expect to begin scaling production in the second half of
2024.
Solid-State
Cells
LFP
batteries are not without their disadvantages. While less flammable than other chemistries, the existence of a flammable liquid electrolyte
still poses safety risks. Like all liquid-based lithium-ion batteries, LFP batteries have a potential to produce solid lithium dendrites,
icicle-like formations which can pierce the physical separators in LFP batteries, which are necessary in LFP batteries to separate the
positively charged liquid electrolyte from the negatively charged liquid electrolyte, and which, over time, will degrade the performance
of LFP batteries and potentially result in fire-related risks. The next phase in the development of lithium-ion batteries is solid-state
cell development, which contains a solid, rather than a liquid, electrolyte, eliminating many of the current disadvantages to LFP batteries
while increasing the safety of the battery cells. We believe that the development of our solid-state technology will provide us with
a unique competitive advantage.
Compared
to current lithium-ion technology, where lithium-ions cross a liquid electrolyte barrier between a battery’s anode (negative electrode)
and cathode (positive electrode), solid-state batteries aim to use a solid electrolyte to regulate the lithium-ions. As a battery charges
and discharges, an electrochemical reaction occurs creating a flow of electrical energy between the cathode, electrolyte and anode as
the electrodes lose and reacquire electrons. In addition to the use of non-toxic electrode components, the removal of a liquid electrolyte
will eliminate the risk of fire, making solid-state cells inherently safe. The move to a non-liquid electrolyte also means that solid-state
batteries will be, on average, smaller and lighter than existing lithium-ion batteries. The process for manufacturing our solid-state
cells is described below under “— Research and Development”.
Our
Products
We
provide various industries with clean, reliable, and efficient power solutions through our comprehensive product portfolio. These products
and solutions are sold to both OEMs and retail customers.
Our
lead product line is Battle Born Batteries product line, respected for its exceptional performance and durability. When compared to traditional
lead-acid options, Battle Born Batteries deliver two to three times the power in the same physical space, one-fifth the weight for equal
usable power, and up to five times faster charging. Additionally, these batteries have extended lifespans of 3,000-5,000 cycles, translating
to ten to fifteen years of reliable use under typical conditions. This longevity is backed by our 10-year warranty, showcasing our commitment
to quality. The Battle Born Batteries product line currently features various sizes and configurations including models with proprietary
built-in heating for cold weather charging and Dragonfly IntelLigenceTM, a communication technology that unlocks real-time monitoring,
instant notifications, various protocol integration and superior battery protection. A focus on safety is central to our products, and
all Battle Born Battery products utilize LiFePO4 chemistry, the safest lithium-ion chemistry available on the market. Additionally, our
battery products undergo rigorous testing under stringent industry standards like UL Standard 2054, IEC 62133, UN 38.3 and IP65 to ensure
safety and reliability.
Looking
beyond batteries, we also offer a diverse range of power products.
Additionally,
as a distributor of leading brands like Victron, Schneider, and REDARC, we act as a one-stop shop for full system integration, catering
to both OEMs and retail customers. Our complete offering allows customers to benefit from clean and sustainable power, extended lifespans,
reduced costs, increased efficiency, and seamless integration - all backed by expert service and support.
Battery
Management System
Our
proprietary battery management system is developed and tested in-house. It offers a complete solution for monitoring and controlling
our complex battery systems and is designed to protect battery cells from damage in various scenarios. We believe our battery management
system is industry-leading for a number of reasons:
● it enables batteries to recharge even if completely drained;
Battery
Communication System
We
have developed a complete communication system branded Dragonfly IntelLigence, for which a U.S. non-provisional patent application and
an international PCT patent application have been filed, to be used with Dragonfly Energy OEM systems and Battle Born batteries and bundles.
This communication system will enable end customers to monitor each battery in real time, providing information on energy input and output
and current or voltage imbalances. The communication system will be able to communicate with up to 24 batteries in a bank at one time
and aggregate the data received from these batteries into a central system such as a phone or tablet. We expect to begin offering the
Dragonfly IntelLigence product line to OEMs in the second quarter of 2024 as an adjacent component and in our product bundles.
Alternator
Regulation
Charging
batteries in a vehicle, such as a boat or RV, often requires pulling electrical current off of the vehicle’s alternator. Alternator
regulation is important to ensure that the alternator does not get unduly stressed during the current delivery to the batteries, and
that the current delivery remains within the operating limits of the onboard battery bank. The acquisition of the assets of Wakespeed
has allowed us to deliver our own proprietary solution to alternator regulation while also leveraging an established brand name. Wakespeed
is especially popular in the marine industry, and our ability to offer this complete solution sets the stage for further penetration
into marine markets.
Product
Pipeline
Beyond
our current battery modules, we have several LFP products in development that will enable us to access additional end markets.
Research
and Development
Our
research and development team has built up its efforts to support two main initiatives – (1) scale up of our patented dry electrode
process for cell manufacturing and (2) the advanced manufacturing of solid-state lithium-ion batteries. We believe the dry electrode
process can be leveraged to help us vertically integrate from a pack supplier to a cell supplier – positioning ourselves for long-term
competitiveness in the given geopolitical, economic, and technological landscapes. Our innovations in dry electrode processing result
in reduced manufacturing costs, CO2 equivalents, and factory footprint while eliminating the need for solvents like N-Methyl-2-pyrrolidone
(“NMP”). A third-party assessment conducted by Sphere Energy confirming these benefits has been completed in the first
quarter of 2024 relating to cost effectiveness and sustainability of our dry electrode battery manufacturing process (the “Sphere
Energy Assessment”).
The
Sphere Energy Assessment concluded that our dry electrode battery manufacturing process resulted in a 9% reduced carbon footprint of
cell manufacturing with no toxic NMP solvent required, resulting in a significantly more sustainable process. This sustainability advantage is further augmented by a 71%
reduction in energy usage during electrode manufacturing using our process (spray drying, coating, calendaring) compared to
standard cell manufacturing operations (slurry casting, drying, calendaring). By removing the need for large and expensive drying ovens, our manufacturing process requires 22% less square footage. The culmination of these advantages results in a 25% reduction in emissions from energy use, making our manufacturing
process more sustainable and much more environmentally friendly as compared to conventional manufacturing methods.
In
addition to the energy savings, the cost assessment found our process to be highly cost-effective with an estimated 5% savings
(depending on cell chemistry) on process-related costs compared to conventional methods. Importantly, these savings were calculated
without the additional cost benefits provided by domestically manufacturing battery cells such as Inflation Reduction Act tax
credits (issued by the IRS), tariffs, and shipping.
The
dry electrode battery manufacturing process we employ uses a patented spray coating technology to adhere the anode and cathode
electrodes, eliminating the need for large, energy-intensive equipment such as slurry coaters, conveyor dryers, and NMP processing
equipment. This process is chemistry agnostic, allowing for the various applications, such as electric vehicles, consumer
electronics, and energy storage, which is expected to enable us to expand into new markets and to achieve our goal of domestically
producing nonflammable all-solid-state battery cells.
We
have successfully produced anode and cathode electrode reels at scale using the dry electrode process and are now qualifying prototype
cells for the core business and potential partners. When compared to slurry cast electrode tapes, which is the conventional manufacturing
method, electrode tapes produced using the dry electrode process match or surpass mechanical integrity and electrochemical performance.
We are considering joint development agreements, licensing agreements, and offtake agreements as instruments of partnership with interested
parties.
In
comparison with traditional manufacturing methods, our patented process leverages two off-the-shelf technologies to deliver the stated
cell manufacturing benefits – spray drying and electrostatic powder coating. Technical risk is reduced by using off-the-shelf equipment
and both unit operations are being optimized in 2024. A new set of spray dryers will arrive at our facility in the second quarter of
2024, enabling us to produce larger volumes of material for the electrode coating lines.
We
have developed our patented to be chemistry agnostic and capable of producing current cell chemistries (graphite, LCO, LFP, LTO, NCA,
NMC, LTO, silicon, etc.) and next generation cell chemistries (sodium-ion, solid-state, ionic liquid electrolytes, etc.). We believe
this flexibility and our robust intellectual property protection internationally positions us well for potential partnerships with cell
manufacturers, EV companies, and other pack suppliers in need of cell capacity. The next stage in technical development is to produce
larger volumes of sample cells for qualification. These production runs will be completed with partners in the United States and at our
own facilities once the new headquarters facility is completed, which is expected to occur in the second half of 2024. We have invested
significant resources into developing an in-house comprehensive understanding of cell manufacturing – raw material qualification,
quality control such as, cell failure diagnostics, aging, and formation processes. Our research and development Lab is equipped with
over $20 million in research infrastructure to support the development of new cell chemistries, process quality control, failure diagnostics,
and more. This equipment includes quality control instruments (ex. moisture analysis, particle size analysis, peel testing and titrations)
and cutting-edge research instrumentation such as en operando nuclear magnetic resonance (“NMR”), electron microscopes
with lithium-tracking capabilities, and en operando x-ray diffraction. This infrastructure has allowed us to optimize the dry-electrode
process, allowing our team to match or surpass traditional electrode tape performance and mechanical integrity. Because our process is
dry and the active material is coated directly onto the current collector, interfacial and composite resistivity of the electrode tapes
often surpass the quality of slurry cast equivalents.
Our
solid-state technology continues to progress as we qualify new chemistries and refine the dry electrode process for solid-state applications.
Currently, we are cycling solid-state coin cells with the aim of producing prototype pouch cells by the end of 2024. These cell chemistries
are nonflammable, solid-state, and an LFP/graphite cell chemistry. We believe these cells will be a pivotal technology in grid storage
applications once fully deployed. We intend to integrate our conventional and solid-state cells produced using our dry-electrode process
into the existing Dragonfly Energy and Battle Born Batteries product portfolios.
Headquarters,
Manufacturing, and Production
Our
headquarters is located in our 99,000 square foot manufacturing facility in Reno, Nevada. The lease for this building was entered
into on March 1, 2021, and expires on April 30, 2026. We do not own any real estate property. This facility leverages a
semi-automated production process for battery module and pack assembly. We currently have two production lines with another line
currently in construction. We continue to have the capability to expand our production volumes and line quantities to support
increased volumes of new products we intend to introduce soon. On February 8, 2022, we entered into a 124-month lease for an
additional 390,240 square foot warehouse, which is scheduled to complete construction in the second half of 2024 in Reno, Nevada. We intend to
utilize this facility for the existing pack assembly business and new cell manufacturing business.
On
April 12, 2024, we entered into the Fernley Lease Agreement pursuant to which we agreed to lease an approximately 64,000 square foot
facility (the “Premises”) in Fernley, Nevada, to be used for general,
warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of our products, and other uses
as permitted under in the Fernley Lease Agreement.
Our
manufacturing process is divided into two aspects – (1) module assembly and (2) battery assembly. We use a combination of trained
employees and automated processes to increase production capacity and lower costs while maintaining the same level of quality our customers
expect from our products. Module assembly is a significantly automated process, implementing custom-designed equipment and systems to
suit our production needs. This includes cycling of individual cells to detect faulty components and to enable sorting by capacity. Our
custom-designed automated welders spot weld individual cells that are assembled into specified module jigs based on the desired amp hour.
Completed modules are then fully discharged, recharged fully, and sorted by capacity. Battery assembly is performed largely by hand by
our trained employees, although we continue to look for innovative ways to integrate automation into this process. Our proprietary battery
management system is thoroughly tested for quality cutoffs, then mounted onto individual modules, before the modules are bolted into
its casing. We aim to automate the battery management system testing and installation process, which we expect could increase production
capacity fourfold. We are currently implementing an automated process for the gluing and sealing process, which would incorporate a two-robot
system for gluing and epoxying, as well as a glue pallet system to move finished batteries. After the assembled batteries are tested
and sealed, they are processed for outbound distribution.
Supplier
Relationships
We
have a well-established, global supply chain that underlies the sourcing of the components for our products, although we source domestically
wherever possible. We aim to maintain approximately six months’ worth of all components, other than cells, which we pre-order in
advance for the year to ensure adequate supply. For nearly all of our components, other than our battery management system, we ensure
that we have alternative suppliers available. Our battery management system is sourced from a single supplier based in China who we have
a nearly 10-year relationship with and who manufactures this component exclusively for us based on our proprietary design. Our cells
are sourced from two different, carefully selected cell manufacturers in China who are able to meet our demanding quality standards.
As a result of our long-standing relationships with these suppliers, we are able to source LFP cells on favorable terms and within reasonable
lead-times.
As
we look toward the production of our traditional and solid-state cells, we have signed a Commercial Offtake Agreement with a lithium
mining company and a lithium recycling company, both located in Nevada for the supply of lithium.
Customers;
RV OEM Strategic Arrangements
We
currently serve more than 23,000 customers in North America. Our existing customers consist of leading OEMs (such as Keystone, THOR,
REV Group and Airstream); distributors (who purchase large quantities of batteries from us and sell to consumers); upfitters (who augment
or customize vehicles for specific needs); and retail customers (who purchase from us directly). For the years ended December 31, 2023
and 2022, OEM sales represented 42.7% and 39.2% of our total revenues, respectively.
We
have deep, long-standing relationships with many of our customers. We also have a diverse customer base, with our top 10 customers accounting
for 39.6% of our revenue for the year ended December 31, 2023, in which only one customer accounted for more than 10% of our revenue. Our
customers primarily utilize our products for RVs, marine vessels and off-grid residences. We work directly with OEMs to ensure compatibility
with existing designs and also collaborate on custom designs for new applications.
The
RV market is characterized by low barriers to entry. In North America, there are two large publicly traded RV companies, THOR Industries
and REV Group, in addition to a number of independent RV OEMs. THOR and REV each own a number well-known RV OEM brands and their related
companies. These brands compete on a number of factors such as format (e.g., motorized or towable), price, design, value, quality and
service. On November 19, 2021, we entered into a long-term Manufacturing Supply Agreement with Keystone, a member of the THOR group and
the largest towable RV OEM in North America (the “Supply Agreement”). Under the Supply Agreement, we will be the exclusive
supplier to Keystone for certain of its future LFP battery requirements, solidifying our long standing relationship with Keystone.
In
July 2022, we strengthened our ties with the THOR group of RV OEMs when (i) THOR Industries made a $15,000,000 strategic investment in
us and (ii) we agreed to enter into a future, mutually agreed distribution arrangement and joint IP development arrangement. This arrangement
helps facilitate our ongoing efforts to drive adoption of our products (leveraging the trend of LFP batteries increasingly replacing
lead-acid batteries) by, among other things, increasing the number of RV OEMs that “design in” our batteries as original
equipment and entering into arrangements with members of the various OEM dealer networks to stock our batteries for service and for aftermarket
replacement sales. Once the distribution agreement has been negotiated and signed, during a to-be-agreed transition period, we will use
commercially reasonable efforts to cease marketing and selling our products to other RV OEMs and suppliers to RV OEMs in North America.
Although the full distribution agreement with THOR has not been executed and is subject to negotiation in the future, its terms are expected
to include: (i) an initial term of 24 months, which THOR may renew for successive one-year periods; (ii) a requirement that we be the
sole provider of lithium-ion batteries to the US-based THOR family of companies for THOR sales in the United States, subject to agreed
exceptions; (iii) favored pricing for products and negotiated rebates or other incentives; (iv) a requirement that THOR and its North
American OEMs be our exclusive RV OEM customers for our products in North America, subject to agreed exceptions; and (v) agreeable terms
with respect to registered and unregistered intellectual property rights and technology rights (which do not include our existing intellectual
property, including our solid-state battery technologies and related IP rights), including necessary licenses between the parties, third
party licenses, and allocation of ownership of any intellectual property rights and/or technology rights developed as a result of development
efforts jointly undertaken between THOR and us, subject to certain limitations.
We
continue to seek to grow our customer base within our existing segments; however, we also believe that our products are well suited to
address the needs in additional segments, including residential, commercial and/or industrial standby power, long-haul trucking, industrial
vehicles (such as forklifts, material handling equipment and compact construction equipment) and specialty vehicles (such as emergency
vehicles, utility vehicles and municipal vehicles) and we will seek to expand our market share in these segments in the future.
Sales
and Marketing
Our
proven sales and marketing strategy has allowed us to penetrate our current end markets efficiently. We have established a highly efficient
sales and marketing strategy, to penetrate targeted end markets and ensuring prominent visibility for our Battle Born Batteries and Wakespeed
brands. We prioritize educating our customer base about the benefits of LFP batteries as a superior investment compared to traditional
lead-acid options. Informational videos published on our website and social media platforms highlight these advantages, complemented
by written guides that assist customers in configuring, installing, and utilizing battery systems and accessories. This messaging is
further reinforced through our active presence at tradeshows, live webinars, and other in-person training events with dealers and customers,
fostering direct engagement and ensuring comprehensive product understanding. Participation in these events fosters strong relationships
with both OEMs and retail customers, keeping us attuned to evolving preferences. By leveraging this customer feedback, we collaborate
with major OEMs to design solutions tailored to new and existing applications.
In
addition to traditional print and digital advertising, we harness the significant influence of social media platforms like YouTube, Instagram,
and Facebook, through affiliate marketing. We partner with established content creators and influencers to cultivate lasting relationships
that showcase product performance organically, beyond mere one-off promotions. Organic integration of our products in television shows,
podcasts and other similar sponsorships further amplifies brand awareness. Additionally, we foster relationships with key industry publications,
securing valuable editorial coverage that showcases our innovative power solutions and how they are used. We believe these strategic
collaborations position our brands as industry leaders within our markets and to the general public as a whole, further strengthening
brand awareness and consumer confidence.
We
also leverage targeted pay-per-click advertising campaigns across various platforms, including search engines, social media, and connected
TV. This data-driven approach ensures efficient conversion of high-intent customers at the bottom of the purchase funnel, maximizing
return on investment and driving targeted brand awareness among potential buyers.
Direct
relationships with retail customers remain a core value. Our user-friendly website facilitates direct purchases of Battle Born Batteries
and Wakespeed products, along with well-known third-party components, allowing customers to explore
and acquire complete system solutions in one convenient location. Furthermore, a dedicated team of in-house experts provides comprehensive
sales, technical, and service support to ensure our valued customers receive exceptional care and expertise.
Competition
Our
key competitors are principally traditional lead-acid battery and lithium-ion battery manufacturers, such as Samsung, CATL and Enovix,
in North America. We also compete against smaller LFP companies, who primarily either import their products or manufacture products under
a private label. Of these companies, there is no other company that has penetrated our core end markets to the same extent as we have,
and we believe that this is in large part due to the technological advantages that our products offer compared to other products in the
market. Our batteries are purpose-built to enhance the power and performance in any application or setting. We have specifically designed
our battery cases to fit into existing AGM battery racks and cabinets and offer a suite of compatible components and accessories in order
to make the replacement process simple enough for customers to do it themselves. We have optimized our technology to produce a lighter,
yet higher performing battery with a longer lifespan than incumbent lead-acid batteries. Our propriety battery management system and
internal heat technology enables our batteries to outperform not only traditional lead-acid batteries, but other lithium-ion products.
With
regard to solid-state technology, we have two main competitors, QuantumScape and Solid Power. While both of these competitors are focused
on the development of solid-state technology for use in the propulsion of electric vehicles, we are focused on power storage applications,
which has different requirements. We believe that our proprietary processes, systems and materials provide us with a significant competitive
advantage in developing a fully solid-state, non-toxic and highly cost-effective energy solution.
As
our solid-state technology comes to fruition and we begin to commercialize this product, we intend to become a vertically integrated
battery company, internalizing all aspects of the manufacturing and assembly process. This is comparable to companies such as Tesla,
BYD Limited and Li-Cycle. Our solid-state technology will also enable us to further penetrate the energy storage market, and we expect
to compete with technology-focused energy storage companies such as EOS Energy, ESS and STEM.
Intellectual
Property
The
success of our business and our technology leadership is supported by our proprietary battery technology. We have received patents and
filed patent applications in the United States and other jurisdictions to provide protection for our technology. We rely upon a combination
of patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual