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                              October 3, 2023

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

                                                        Re: OmniLit Acquisition
Corp.
                                                            Amendment No. 5 to
Registration Statement on Form S-4
                                                            Filed September 28,
2023
                                                            File No. 333-271822

       Dear Al Kapoor:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our September 22,
2023 letter.

       Amendment No. 5 to Registration Statement on Form S-4

       Background of the Business Combination, page 98

   1.                                                   We note your removal of
the prior disclosure that "Imperial Capital concluded there were
                                                        no materially adverse
findings from their such diligence." Please discuss the reason for the
                                                        removal of such
statement and explain why Imperial Capital cannot reach such
                                                        conclusion.
              Please contact Julie Sherman at 202-551-3640 or Brian Cascio at
202-551-3676 if you
       have questions regarding comments on the financial statements and
related matters. Please
       contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642
with any other
       questions.
 Al Kapoor
OmniLit Acquisition Corp.
October 3, 2023
Page 2
                                         Sincerely,

FirstName LastNameAl Kapoor              Division of Corporation Finance
                                         Office of Industrial Applications and
Comapany NameOmniLit Acquisition Corp.
                                         Services
October 3, 2023 Page 2
cc:       Christopher J. Capuzzi. Esq.
FirstName LastName