UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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.
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: April 10, 2023
| OmniLit Acquisition Corp. | ||
| By: | /s/ Al Kapoor | |
| Name: | Al Kapoor | |
| Title: | Chairman and Chief Executive Officer | |