8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2023

OMNILIT

ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (786) 750-2820

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item5.03 Amendments to Certificate of Incorporation or Bylaws;

On January 26, 2023, OmniLit Acquisition Corp (the “Company”) held its Special Meeting of Stockholders (the “SpecialMeeting”). At the Special Meeting, the Founder Share Amendment Proposal (as defined below) to amend the Company’s Amended and Restated Certificate of Incorporation was approved. The Company plans to file the relevant amendments with the state of Delaware within 15 days of the Special Meeting. The terms of the amendments are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 10, 2023.

Item5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the Company’s shareholders were presented with a proposal to amend the Company’s Amended and Restated Certificate of Incorporation by allowing the Company to amend the Company’s amended and restated certificate of incorporation to provide for the right of a holder of Class B Common Stock of the Company to convert into Class A Common Stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (“Founder Share Amendment Proposal”).

Set forth below are the final voting results for the Founder Share Amendment Proposal. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, and as required by Delaware law, the approval of the Extension Amendment Proposal requires the affirmative vote of at least 65% of holders of Class A Common Stock and Class B Common Stock (the “Common Stock”) who attend and vote at the Special Meeting with a quorum.

The Founder Share Amendment Proposal was approved with the following vote from the holders of Common Stock:

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 26, 2023