Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 24, 2023

Date of Report (Date of earliest event reported)

OmniLit Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41034

87-0816957

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1111 Lincoln Road, Suite 500

Miami Beach FL

33139

(Address of Principal Executive Offices)

(Zip Code)

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

N/A

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001par value, and one-half of a redeemable warrant	OLITU	The Nasdaq Stock Market LLC
Class A common stock, included as part of the units	OLIT	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	OLITW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

In connection with the April 3, 2023 appointment of new directors, OmniLit Acquisition Corp. (the “Company”) and its Sponsor, OmniLit Sponsor, LLC, expect to enter into Profits Interest Agreements with the new directors. The Profits Interest Agreement provides for the allocation of 25,000 shares of Class B common stock to the new directors, consistent with previous appointments. The foregoing summary of the Profits Interest Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Profits Interest Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Furthermore, the Company will enter into its standard form of letter agreement and indemnity agreement with the new directors, a copy of which was filed as Exhibit 10.1 and 10.7, respectively, to the Registration Statement on Form S-1/A (Registration No. 333-260090) filed with the Securities and Exchange Commission (“SEC”) on November 1, 2021, via a Joinder included in the Profits Interest Agreement as Exhibit B and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1		Profits Interest Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.