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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)

 

Delaware   001-41034   87-0816957

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

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

 

Not Applicable

(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 (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant   OLITU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   OLIT   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock   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 (§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.

 

 

 

 
 

 

Item 5.03 Amendments to Certificate of Incorporation or Bylaws;

 

On January 26, 2023, OmniLit Acquisition Corp (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). 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.

 

Item 5.07 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:

 

For   Against   Abstentions   Broker Non-Votes
5,600,887   20,802   0   0

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

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.

 

Dated: January 26, 2023

 

OmniLit Acquisition Corp.  
     
By: /s/ Al Kapoor  
Name: Al Kapoor  
Title: Chairman and Chief Executive Officer  

 

 

 


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