UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Certificate of Incorporation or Bylaws;
On December 21, 2022, OmniLit Acquisition Corp (the “Company”) held its Special Meeting of Stockholders in lieu of the 2022 annual general meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Extension Amendment Proposal (as defined below) to amend the Company’s Amended and Restated Amended and Restated Certificate of Incorporation and the Trust Amendment Proposal (as defined below) to amend the Investment Management Trust Agreement were 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 November 22, 2022.
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 extend the date by which we have to consummate a business combination for an additional nine (9) months, from February 8, 2023 (the date which is 15 months from the closing date of our initial public offering of our units) to November 8, 2023,, or such earlier date as determined by the Board (the “Extension”), 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, (the “Extension Amendment Proposal”). The shareholders also were presented with a proposal to amend the Company’s Investment Management Trust Agreement to authorize the Extension as contemplated by the Extension Amendment Proposal (the “Trust Amendment Proposal.”)
Set forth below are the final voting results for the Extension 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 and Class B common stock (the “Common Stock”) who attend and vote at the Special Meeting with a quorum.
The Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | Broker Non-Votes | |||
| 15,112,471 | 1,587,895 | 105,000 | 0 |
Set forth below are the final voting results for the Trust 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 Common Stock who attend and vote at the Special Meeting with a quorum.
The Trust Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | Against | Abstentions | Broker Non-Votes | |||
| 15,112,471 | 1,587,895 | 105,000 | 0 |
In connection with the vote to approve the Extension Amendment and Trust Amendment Proposals, the holders of 13,026,951 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.28 per share, for an aggregate redemption amount of approximately $133,917,056.28, in connection with the Extension Amendment and Trust Amendment Proposals.
A proposal to adjourn the Special Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment and Trust Amendment Proposals.
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: December 21, 2022
| OmniLit Acquisition Corp. | ||
| By: | /s/ Al Kapoor | |
| Name: | Al Kapoor | |
| Title: | Chairman and Chief Executive Officer | |