OMNILIT ACQUISITION CORP.: Other Facts, Financial Statements and Exhibits (Form 8-K) | Jobs Reply

Point 8.01. Other Events

Regarding the postponed special meeting of shareholders (the “Special Meeting”), as announced in the press release. December 12, 2022, OmniLit Acquisition Corp (the “Company”) has determined that, until the earlier of (a) the Company’s initial business combination is consummated; (b) liquidate the Company’s trust account; and (c) 24 months after the completion of the Company’s initial public offering, the Company will continue to maintain the investment of the funds in the trust account as it accrues interest. United States of America Government securities with a maturity of 185 days or less under section 2a)(16 of the Investment Company Act of 1940, as amended, or money market funds that meet the requirements of paragraph (d)(1). , (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest only in direct securities. USA government treasury obligations, unless the Company is an Investment Company, as defined in the Investment Company Law. The Company further confirms that as an express condition to the approval of the Extension Proposal at the Special Meeting, the Company will not use any funds in its trust account to pay any special taxes that may be payable upon the return of the Company’s public shares. Hold in escrow in connection with the liquidation of the Company, provided that it does not result in a business combination prior to its termination date.

Also, according to what was explained earlier in the Company section December 12, 2022 Form 8-K, Company and its sponsor, Sponsored by OmniLit, LLC, have entered into one or more non-repurchase agreements (the “Non-Repurchase Agreement”) with certain stockholders and expect to enter into additional Non-Rescue Agreements prior to the Special Meeting. The Non-Rescue Agreement has been amended to remove a minimum of 60,000 public shares to be eligible for participation. The above amendment to the Non-Rescue Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Non-Rescue Agreement attached as Exhibit 10.1 and incorporated herein by reference.

Finally, based on the current number of redemptions associated with the Special Meeting, the Company will have to postpone the meeting to a later date and not approve the Extension Proposals when the necessary shareholders do not withdraw their redemption elections. According to the definitive proxy statement dated November 22, 2022 (the “Proxy Statement”), the Company will not proceed with the Extension or amendment of the trust if it would cause us to have less than the number of shares outstanding subject to the Election. $5,000,001 net fixed assets after approval of the Extension Proposals. The current period for the Company’s Class A common stock issued in the Company’s initial public offering to redeem their shares or withdraw their redemption election is related to the Proposals. Monday, December 19, 2022 in 17:00 EST.

Forward-Looking Statements

This Current Report on Form 8-K (the “Report”) contains 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 materially from the forward-looking statements. These forward-looking statements and factors that could cause such differences include, without limitation, uncertainties related to the proposed business combination with the target, the approval of the proposals by the shareholders at the Special Meeting, the inability of the Company to complete an initial business combination within the required time frame. time period, the Company’s ability to enter into Non-Rescue Agreements or, and other risks and uncertainties indicated from time to time.
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 submitted or to be submitted by the Company SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to the forward-looking statements contained herein to reflect any change in the Company’s expectations or any change in the facts, conditions or circumstances on which the statements are based.

Participants of the call

The Company and its directors, officers, other members of management and employees, below SEC rules, it can be understood that they are involved in requesting proxies from the owners of the Company in favor of accepting the Proposals. Investors and security holders can obtain more detailed information about the names, affiliations and interests of the directors and officers of the Company in the final representation 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 does not solicit any proxy, consent or consent to any securities. This communication will not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of securities will be unlawful in any state or jurisdiction where such offer, solicitation or sale prior to registration or qualification would be unlawful. under the securities laws of any jurisdiction. No offering of securities will be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act or an exemption therefrom.

Additional information and where to find it

The Company urges investors, shareholders and other interested parties to read the Proxy Statement and other documents submitted by the Company.
SEC, as these documents will contain important information about the Company and the Proposals. Shareholders may obtain copies of the Proxy Statement, free of charge, at the SECs website at or by directing a request to the Company’s solicitor’s attorney, Morrow Sodali LLCin the hours 333 Ludlow Street5th floor, South Tower, Stamford, Connecticut 06902,

Point 9.01. Financial statements and exhibits.

d) Exhibitions.

Exhibit No.   Description
                Form of Amended Non-Redemption Agreement and Assignment of
10.1          Economic Interest
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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