Sec Form 4 Filing - PROPPER KERRY @ Dragonfly Energy Holdings Corp. - 2022-10-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PROPPER KERRY 2. Issuer Name and Ticker or Trading Symbol Dragonfly Energy Holdings Corp. [ DFLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O DRAGONFLY ENERGY HOLDINGS CORP., 1190 TRADEMARK DRIVE #108 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2022 (Street) RENO, NV89521 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/07/2022 A 15,000 A 500,000( 3 ) I See footnote( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PROPPER KERRY C/O DRAGONFLY ENERGY HOLDINGS CORP. 1190 TRADEMARK DRIVE #108 RENO, NV89521 Former Director Signatures /s/ Kerry Propper 10/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 7, 2022, the Issuer consummated its initial business combination (the "Business Combination") with Dragonfly Energy Corp. In connection with the Business Combination, Chardan Capital Markets LLC ("CCM LLC") was party to a subscription agreement (the "Subscription Agreement"), pursuant to which CCM LLC agreed to purchase 500,000 shares of common stock from the Issuer for aggregate proceeds of $5 million. ( 2 )Under the Subscription Agreement, the number of shares CCM LLC was obligated to purchase was to be reduced by the number of shares purchased by CCM LLC in the open market (and not redeemed), and the aggregate price to be paid under the Subscription Agreement was to be reduced by the amount of proceeds received by the Issuer because such shares were not redeemed. After CCM LLC's open market purchases of 485,000 shares of common stock prior to the closing of the Business Combination, pursuant to the terms of the Subscription Agreement, CCM LLC received these 15,000 shares for no additional consideration. ( 3 )Represents securities held directly by CCM LLC, for which Mr. Propper is the Chairman, a co-founder and a partner. Following the closing of the Business Combination, all investment and voting power over these Issuer securities was delegated to another manager of CCM LLC, and Mr. Propper disclaims any beneficial ownership over these securities.

Remarks: Mr. Propper disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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