Jonas Grossman - Oct 7, 2022 Form 4 Insider Report for Dragonfly Energy Holdings Corp. (DFLI)

Role: Other*
Signature: /s/ Jonas Grossman
Stock symbol: DFLI
Transactions as of: Oct 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/12/2022, 07:24 PM
Previous filing: Oct 4, 2022
Next filing: Dec 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DFLI	Common Stock	Award		+15K	+3.09%		500K	Oct 7, 2022	See footnote	F1, F2, F3
holding	DFLI	Common Stock						3.03M	Oct 7, 2022	See footnote	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DFLI	Private Warrants	Award		+4.63M			4.63M	Oct 7, 2022	Common Stock	4.63M	$11.50	See footnote	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jonas Grossman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	Represents securities held directly by CCM LLC, for which Mr. Grossman is the President and a managing 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. Grossman disclaims any beneficial ownership over these securities.
F4	Represents securities held directly by Chardan NexTech Investments 2 LLC, for which Mr. Grossman is the managing member.
F5	These Private Placement Warrants were acquired by Chardan NexTech 2 Warrant Holdings LLC ("Holdings") from the Issuer in connection with the Issuer's initial public offering. The warrants may be exercised commencing 30 days after the consummation of the Business Combination, subject to a 7.5% conversion cap.
F6	Represents securities held directly by Holdings, for which Mr. Grossman is the managing member.

Remarks:

Mr. Grossman 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. Title: Former 10% Owner, Director and Officer (CEO, President, Secretary and Treasurer)