Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 3, 2023, OmniLit Acquisition Corp. (the "Company") received a written
notice (the "Notice") from the Listing Qualifications Department of the Nasdaq
Stock Market ("NASDAQ") indicating that the Company required to maintain a
minimum of $50,000,000 Market Value of Listed Securities (MVLS) for continued
listing on Nasdaq Global Market and did not comply with Listing Rules.
Following receipt of the Notice, the Company promptly responded on April 4, 2023
and informed NASDAQ that the Company had 3,791,677 Class B shares available for
voluntary conversion to 3,791,677 Class A shares to achieve compliance. On April
6, 2023, NASDAQ indicated the Company should trade for 10 calendar days at a
minimum of $50,000,000 Market Value of Listed Securities after conversion to
comply with the Listing Rules.
On April 4, 2023 the Company reported to NASDAQ that the Company does not meet
the required listed securities to maintain a minimum Market Value of Publicly
Held Shares (MVPHS) of $15,000,000. On the same day, NASDAQ provided a letter of
non-compliance for MVPHS. The letter also provides guidance for the Company to
consider applying to transfer the Company's securities to The Nasdaq Capital
Market (the "Capital Market") by submitting an on-line Transfer Application and
comply with Listing Rule regarding MVPHS. The Listing Rule also provides the
Company a compliance period of 180 calendar days in which to regain compliance.
Item 8.01 Other Events.
On April 5, 2023, OmniLit Sponsor LLC voluntarily converted 3,000,000 shares of
Class B common stock of the Company it held as of such date into 3,000,000
shares of Class A common stock of the Company in accordance with the Charter. As
a result of the foregoing and the Meetings described above, the Company has an
aggregate of 5,348,049 shares of Class A common stock and 791,667 shares of
Class B common stock.
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