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                              November 15, 2022

       Al Kapoor
       Chief Executive Officer
       OmniLit Acquisition Corp.
       1111 Lincoln Road, Suite 500
       Miami Beach, FL 33139

                                                        Re: OmniLit Acquisition
Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed November 9,
2022
                                                            File No. 001-41034

       Dear Al Kapoor:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to this
       comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed November 9, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
                                                        completing an initial
business combination and require you to liquidate. Disclose the
                                                        consequences of
liquidation to investors, such as the losses of the investment opportunity
 Al Kapoor
OmniLit Acquisition Corp.
November 15, 2022
Page 2
      in a target company, any price appreciation in the combined company, and
the warrants,
      which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        Please contact Melanie Singh at 202-551-4074 or Maryse Mills-Apenteng
at 202-551-
3457 if you have any questions.



                                                          Sincerely,
FirstName LastNameAl Kapoor
                                                          Division of
Corporation Finance
Comapany NameOmniLit Acquisition Corp.
                                                          Office of Real Estate
& Construction
November 15, 2022 Page 2
cc:       Christopher J. Capuzzi, Esq.
FirstName LastName