Exhibit 4.1


 


Number A-1


  


SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP
AND

 TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION


  


	DFLI	CUSIP 26145B 106






SEE REVERSE FOR CERTAIN DEFINITIONS


 


DRAGONFLY ENERGY HOLDINGS CORP. 


A Delaware Corporation


  


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE. 


COMMON STOCK


 


SPECIMEN


  


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON
STOCK. PAR VALUE OF $0.0001 PER SHARE OF


DRAGONFLY ENERGY HOLDINGS CORP.


  


transferable on the books of the company in person
or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


Witness the seal of the Company and the facsimile signatures of its duly authorized officers.


  


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer




 






    


     


    

 


DRAGONFLY ENERGY HOLDINGS CORP.


 


The Company will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or
series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate
and the shares of common stock represented hereby are issued and shall be held subject to all the provisions of the Company’s certificate
of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of
which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.


  


The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM 	—  	as tenants in common 	UNIF GIFT MIN ACT — ______Custodian ______ 
	TEN ENT	 —	as tenants by the entireties  	 _                                        (Cust)                    (Minor)
	IT TEN	 —	as joint tenants with right of survivorship and not as tenants in common 	  Under Uniform Gifts to Minors Act _______ 
	TTEE 	 —	trustee under Agreement dated 	                                                             (State) 



 


Additional abbreviations may also be used though not in the
above list.


  


For value received, ____________________________
hereby sell, assign and transfer unto


  


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	 


 


  


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INFLUCING POSTAL ZIP CODE
OF ASSIGNEE


  


Shares of the common stock represented by this certificate and do hereby
irrevocably constitute and appoint                               , attorney, to transfer the said stock on the books of the within-named corporation with full power
of substitution in the premises.


 


	DATED _______________	 
		NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatsoever.




   


SIGNATURE GUARANTEED:


 


  


THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION, (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).