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)




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