Item 8.01 Other Events.

On December 11, 2022, OmniLit Acquisition Corp. (the "Company") issued a press release announcing that the special meeting of its stockholders (the "Special Meeting") originally scheduled for Tuesday, December 13, 2022, is being postponed to 3:30 p.m., Eastern Time, on Wednesday, December 21, 2022, via a virtual meeting link at www.cstproxy.com/omnilitacquistion/2022. At the Special Meeting, stockholders will be asked to vote on the following proposals: (1) a proposal to approve an amendment (the "Extension Amendment") to the Company's amended and restated certificate of incorporation by allowing us to extend (the "Extension") the date by which we have to consummate a business combination (the "Combination Period") for an additional nine (9) months, from February 12, 2023 (the date which is 15 months from the closing date of our initial public offering of our units (the "IPO") to November 12, 2023, (the "Extended Date"), or such earlier date as determined by the Board, or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company's common stock issued in the Company's initial public offering.; (2) a proposal to approve to amend (the "Trust Amendment" and together with the Extension Amendment, the "Extension Proposals") the Investment Management Trust Agreement, dated November 8, 2021, (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Company (the "Trustee"), to authorize the Extension and its implementation by the Company; and (3) a proposal to approve the adjournment of the Special Meeting to a later date, if necessary, under certain circumstances, including, but not limited to, for the purpose of soliciting additional proxies in favor of the Extension Proposal and Trust Amendment Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Proposals.

As a result of this change, the Special Meeting will now be held at 3:30 p.m., Eastern Time, on Wednesday, December 21, 2022, via a virtual meeting link at www.cstproxy.com/omnilitacquistion/2022. Also, as a result of this change, the Company has extended the deadline for holders of the Company's Class A common stock issued in the Company's initial public offering to submit their shares for redemption in connection with the Proposals to Monday, December 19, 2022. The Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company's Class A common stock and Class B common stock as of the close of business on November 17, 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the Special Meeting, the Company and its sponsor, OmniLit Sponsor, LLC, have entered into one or more non-redemption agreements with certain stockholders (the "Non-Redemption Agreement"), and expect to enter into additional Non-Redemption Agreements prior to the Special Meeting. The Non-Redemption Agreement, provides for the allocation 1 share of Class B common stock in exchange for every 2.3 Investor Shares held and not redeemed at the Special Meeting. The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.




Forward-Looking Statements

This Current Report on Form 8-K (the "Report") includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the anticipated business combination with the Target, stockholder approval of the proposals at the Special Meeting, the Company's inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading "Risk Factors" and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Participants in the Solicitation

The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Proposals. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and officers in the definitive proxy statement dated November 22, 2022 (the "Proxy Statement"), which may be obtained free of charge from the sources indicated below.





No Offer or Solicitation

This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Additional Information and Where to Find It

The Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Proposals. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC's website at www.sec.gov or by directing a request to the Company's proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, OLIT.info@investor.morrowsodali.com.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

10.1 Form of Non-Redemption Agreement and Assignment of Economic Interest 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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