What changed in this filing

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Item 9A. Controls and Procedures

2023-01-30 compared with 2022-04-01 · 577 added, 407 removed, 1078 unchanged (48% of the section changed)

and Procedures.

Controls and Procedures.

of Disclosure Controls and Procedures

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Annual Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2022.

This involved first assessing the control environment

for the standards, processes, and structures in place for controls.

This was followed by risk assessment of the established suitable

and clear objectives at all levels of operations, reporting, and compliance.

Controls were reviewed for being preventive or detective

Assessment of manual and automated activities including authorizations and approvals, verifications, and reconciliations.

Segregation of duties was also assessed.

Information and communication was assessed for its continual, iterative process of providing,

sharing, and obtaining necessary information.

Internal communication was assessed by examining information dissemination, flowing up,

down, and across the team.

External communication was assessed both inbound communication of relevant external information, and also

providing information to external parties in response to requirements and expectations.

Final part of the assessment involved evaluation

of quarterly controls and review of fundamental principles in accordance with compliance.

Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

in Internal Control over Financial Reporting

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control over financial reporting.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth information about our directors and executive officers as of the date of this report.

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Independent Director

Brian F Hughes

Independent Director

James M Jenkins

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Mark and the team managed the company’s IPO on the NASDAQ and subsequent sale to Avis Budget Group

Hughes – Independent Director:

Brian F Hughes has served as our independent director since our IPO in November 2021

and serves on the board of Bentley Systems (NASDAQ:

BSY), and is also currently involved in multiple SPAC and de-SPAC processes.

from KPMG LLP in 2019 where he was a partner from 2002 to 2019, serving as National Private Markets Group Leader from 2012 to 2019, National

Co-Leader of KPMG’s venture capital practice from 2009 to 2019, and the practice leader of the Technology and Venture Capital group

of KPMG’s Philadelphia office from 2002 to 2009.

He began his career in 1981 at Arthur Andersen where he was elected partner in

He possesses diverse and deep experience in public accounting, with a unique specialization as a lead client services partner.

He has led multiple successful IPOs with additional significant experience with acquisitions and divestitures.

Client work has included

supporting entrepreneurs with high-growth companies throughout the entire life cycle:

from the development stage, through subsequent

rounds of financings and other capital formation transactions, on to an IPO or acquisition by a larger market participant.

Jenkins – Independent Director:

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execution team has no fiduciary obligations to present business opportunities to us.

believe our management team’s operating and transaction experience and relationships with companies will provide us with a

substantial number of potential business combination targets.

Over the course of their careers, the members of our management team

have developed a broad network of contacts and corporate relationships.

This network has grown through the activities of our

management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing

sources and target management teams and the experience of our management team in executing transactions under varying economic and

financial market conditions.

believe our management team’s operating and transaction experience and relationships with companies will provide us with a substantial

number of potential business combination targets.

Over the course of their careers, the members of our management team have developed

a broad network of contacts and corporate relationships.

This network has grown through the activities of our management team sourcing,

acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams

and the experience of our management team in executing transactions under varying economic and financial market conditions.

and Director Qualifications

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and Terms of Office of Officers and Directors

have five directors.

Our board of directors is divided into two classes with only one class of directors being elected in each year and

each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term.

In accordance

with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year

end following our listing on Nasdaq.

have four directors.

Our board of directors is divided into two classes with only one class of directors being elected in each year

and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our

first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Kent R.

Weldon and James M.

will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Brian F.

Hughes, Mark D.

Jenkins will expire at our first annual meeting of stockholders.

The term of office of the second class of

directors, consisting of Mark D.

Norman and Al Kapoor, will expire at the second annual meeting of stockholders.

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have established an audit committee of the board of directors.

Hughes, James M.

Norman, James M.

Jenkins, and Kent R.

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of our audit committee, and Mr.

Hughes chairs the audit committee.

Norman chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are

required to have at least three members of the audit committee, all of whom must be independent.

Each of Brian F.

Hughes, Kent R.

Each of Mark D.

Norman, Kent R.

Jenkins meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange

member of the audit committee is financially literate and our board of directors has determined that Mr.

Hughes qualifies as an “audit

Norman qualifies as an “audit

committee financial expert,” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

engaged by us;

pre-approving

all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited

to, as required by applicable laws and regulations;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing:

(i) the independent

registered public accounting firm’s internal quality-control procedures;

(ii) any material issues raised by the most recent

internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional

authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken

to deal with such issues;

and (iii) all relationships between the independent registered public accounting firm and us to assess

the independent registered public accounting firm’s independence;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

the appointment, compensation,

retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

pre-approving all audit

and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

setting clear hiring policies

for employees or former employees of the independent registered public accounting firm, including but not limited to, as required

by applicable laws and regulations;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent registered public accounting firm describing:

(i) the independent registered public

accounting firm’s internal quality-control procedures;

(ii) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within

the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such

and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered

public accounting firm’s independence;

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us

entering into such transaction;

reviewing with management,

the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

have established a compensation committee of the board of directors.

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have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

on an annual basis our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy statement;

evaluating, and recommending changes, if appropriate, to the remuneration for directors.

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid

by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving

on an annual basis the compensation, if any is paid by us, of all of our other officers;

reviewing on an annual

basis our executive compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing

a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating,

and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

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carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Brian F.

Hughes, James M.

Norman, and Kent R.

The directors who will participate in the consideration and recommendation of director nominees are James M.

Jenkins, Mark D.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

no standing nominating committee, we do not have a nominating committee charter in place.

As there is no standing nominating

committee, we do not have a nominating committee charter in place.

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are

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requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

EXECUTIVE COMPENSATION

have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon

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agreements with our officers and directors that provide for benefits upon termination of employment.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth as of April 1, 2022 the number of shares of common stock beneficially owned by (i) each person who

is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of

our officers and directors;

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth as of January 30, 2023 the number of shares of common stock beneficially owned by (i) each person who is known

by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers

and directors;

and (iii) all of our officers and directors as a group.

As of April 1, 2022, we had 19,166,667 shares

of common stock issued and outstanding.

As of January 30, 2023, we had 6,139,716 shares of common stock

issued and outstanding.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

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The following table does not reflect record of beneficial ownership of any shares of common

stock issuable upon exercise of the public or private warrants, as these warrants are not exercisable within 60 days of April 1,

stock issuable upon exercise of the public or private warrants, as these warrants are not exercisable within 60 days of January 30, 2023.

Name and Address of Beneficial Owner (1)

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Other 5% Holders

Highbridge Capital Management, LLC (5)

Saba Capital Management, L.P.

Radcliffe Capital Management, L.P.

Sea Otter Advisors, L.P.

Owl Creek Asset Management, L.P.

Polar Asset Management Partners Inc.

otherwise noted, the business address of the entities and individuals is c/o OmniLit Acquisition Corp., 1111 Lincoln Road, Suite

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ownership of such securities except to the extent of their ultimate pecuniary interest therein.

to a Schedule 13G filed on November 19, 2021 by Highbridge Capital Management, LLC.

Highbridge Capital Management, LLC, as the trading

manager of Highbridge Tactical Credit Master Fund, L.P.

and Highbridge SPAC Opportunity Fund, L.P.

(collectively, the “Highbridge

Funds”), may be deemed to be the beneficial owner of the 1,160,877 shares of Class A Common Stock held by the Highbridge Funds.

The business address for each of these reporting persons is 277 Park Avenue, 23rd Floor, New York, New York 10172.

to a Schedule 13G filed on November 19, 2021 by Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management

GP, LLC, a Delaware limited liability company, and Mr.

Each of these reporting persons has shared voting and dispositive

power over, and may be deemed to be the beneficial owner of, the 1,066,604 shares of Class A Common Stock reported in such Schedule

The business address for each of these reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

to a Schedule 13G filed on December 22, 2022 Radcliffe Capital Management, L.P.

may be deemed to be the beneficial owner of the 115,000

shares of Class A Common Stock.

to a Schedule 13G filed on December 28, Sea Otter Advisors L.P.

may be deemed to be the beneficial owner of, the 125,005 shares of

Class A Common Stock reported in such Schedule 13G.

to a Form 3 filed on December 27, Owl Creek Asset Management, L.P.

may be deemed to be the beneficial owner of, the 200,000 shares

of Class A Common Stock reported in such Form 3.

to a Form 3 filed on December 30, Polar Asset Management Partners Inc.

may be deemed to be the beneficial owner of, the 230,000 shares

of Class A Common Stock reported in such Form 3.

As per 8-K filed on December 15, 2022, nine investors signed non-redemption

agreements for 499,992 founder shares.

Authorized for Issuance Under Equity Compensation Plans

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

May 20, 2021, our sponsor purchased 4,312,500 founder shares.

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in carrying out the responsibilities of a director.

Our board of directors has determined that Brian F.

Hughes, James M.

Our board of directors has determined that James M.

Jenkins, Mark

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Our independent directors have regularly scheduled meetings at which only independent directors are present.

ACCOUNTANT FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Accounting Fees

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Marcum or services rendered.

For the period from May 20, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting

firm were approximately $94,760, for the services Marcum performed in connection with our IPO and the audit of our December 31, 2021

financial statements included in this Annual Report on Form 10-K.

For the year ended December 31, 2022, fees for our independent registered public accounting firm were approximately $111,240,

for the services Marcum performed in connection with our annual regulatory filings.

For the period from May 20, 2021 (inception) through

December 31, 2021, fees for our independent registered public accounting firm were approximately $94,760, for the services Marcum performed

in connection with our IPO and the audit of our December 31, 2021 financial statements included in this Annual Report on Form 10-K.

Audit-Related

For the period from May 20, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did

not render assurance and related services related to the performance of the audit or review of financial statements.

For the period from May 20, 2021 (inception) through December 31, 2021, our independent registered public accounting firm did

not render services to us for tax compliance, tax advice and tax planning.

For the period from May 20, 2021 (inception) through December 31, 2021, there were no fees billed for products and services

provided by our independent registered public accounting firm other than those set forth above.

For the year ended December 31, 2022 and for the period from May 20, 2021 (inception through December 31, 2021, our independent

registered public accounting firm did not render assurance and related services related to the performance of the audit or review of

financial statements.

For the year ended December 31, 2022, fees for our independent registered public accounting firm were approximately $7,200

for services relating to tax compliance, tax advice and tax planning.

For the period from May 20, 2021 (inception) through December 31,

2021, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

For the year ended December 31, 2022, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

For the period from May 20, 2021 (inception) through December 31,

2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those

set forth above.

audit committee was formed upon the consummation of our IPO.

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following are filed with this report:

of Independent Registered Public Accounting Firm

Sheet as of December 31, 2021

of Operations for the period from May 20, 2021 (inception) to December 31, 2021

of Changes in Stockholders’ Equity for the period from May 20, 2021 (inception) to December 31, 2021

of Cash Flows for the period from May 20, 2021 (inception) to December 31, 2021

to Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2022 and December 31, 2021

Statements of Operations for the year ended December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Statements of Changes in Stockholders’ Equity for the year ended from December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Notes to Financial Statements

Statement Schedules.

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Amended & Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 12, 2021)

Amendment to the Amended & Restated Certificate of Incorporation

Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 6, 2021)

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Warrant Agreement, dated November 8, 2021, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 12, 2021)

of Registrant’s Securities

Description of Registrant’s Securities

Letter Agreement, dated November 8, 2021, among the Registrant and its officers, directors and initial stockholders, including OmniLit Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 12, 2021)

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(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 12, 2021)

Amendment to the Investment Management Trust Agreement

Registration Rights Agreement, dated November 8, 2021, among the Registrant and each of the initial stockholders of Registrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 12, 2021)

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Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes

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ACQUISITION CORP.

TO AUDITED FINANCIAL STATEMENTS .

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet as of December 31, 2021

Statement of Operations for the period from May 20, 2021 (inception) to December 31, 2021

of Changes in Stockholders’ Deficit for the period from May 20, 2021 (inception) to December 31, 2021

Statement of Cash Flows for the period from May 20, 2021 (inception) to December 31, 2021

TO FINANCIAL STATEMENTS .

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet as of December 31, 2022 and December 31, 2021

Statements of Operations for the year ended December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and the period from May 20, 2021 (inception) to December 31, 2021

Notes to Financial Statements

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have audited the accompanying balance sheet of OmniLit Acquisition Corp.

(the “Company”) as of December 31, 2021,

the related statements of operations, stockholders’ deficit and cash flows for the period from May 20, 2021 (inception)

through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2021, and the results of its operations and its cash flows for the period from May 20, 2021 (inception) through December 31, 2021,

in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a Matter

As described in Note 1 to the financial statements,

the Company is a Special Purpose Acquisition Corporation with a scheduled liquidation date of February 12, 2023.

The Company must sign

a letter of intent to acquire or combine with a viable business acquisition candidate as a condition of extending the liquidation date.

(the “Company”) as of December 31, 2022 and 2021,

the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period

from May 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from

May 20, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds

to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

West Palm Beach, FL

ACQUISITION CORP.

Palm Beach, FL

January 30, 2023

OmniLit Acquisition Corp.

Balance Sheets

December 31, 2022

December 31, 2021

Current assets:

Prepaid expenses

Income Tax Receivable

Total current assets

Long-term prepaid expenses

Marketable securities held in Trust Account

Marketable securities and cash held in Trust Account

$ 147,428,222

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Current liabilities:

Accounts payable and accrued offering costs

Accounts payable and accrued offering cost

Income tax liability

Total current liabilities

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Commitments and contingencies (Note 6)

Class A Common stock subject to possible redemption, 14,375,000

shares at redemption value of $ 10.20

stock subject to possible redemption, 1,348,049 shares at $ 10.20 (1)

Stockholders’ deficit:

Preferred stock, $ 0.0001

par value; 1,000,000 shares authorized; none issued and outstanding

Class A common stock, $ 0.0001

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized;

issued and outstanding, excluding 14,375,000 shares subject to possible redemption

none issued and outstanding, excluding 1,348,049 shares subject to possible redemption

Class B Common stock, $ 0.0001 par value;

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4,791,667 shares issued and outstanding

Common stock, value

Additional paid-in capital

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$ 147,428,222

accompanying notes are an integral part of this financial statement.

ACQUISITION CORP.

OF OPERATIONS

THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Formation and operating costs

In connection with

the Special Meeting of Stockholders held on December 21, 2022 13,026,951 shares were redeemed.

The accompanying notes are an integral part of the financial statements

OmniLit Acquisition Corp.

Statements of Operations

the Year Ended December 31, 2022 and the period from May 20, 2021 (Inception) Through December 31, 2021

December 31, 2022

May 20, 2021 (Inception)

Through December 31, 2021

Operating costs

Loss from operations

Other income (expense)

Interest earned on investment held in Trust Account

Total other income

Total income (loss) before income tax

Income tax expense

Net income (loss)

$ ( 169,488 )

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

Basic and diluted net loss per share, Class A common stock subject to possible redemption

Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net loss per share, Class B common stock

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

accompanying notes are an integral part of these financial statements.

OmniLit Acquisition Corp

Statement of Shareholders’ Deficit

For the period from May 20, 2021 (inception) through December 31, 2021

Preferred Stock

Additional Paid-In

Shareholders’

Basic and diluted net income (loss) per share, Class B common stock

The accompanying notes are an integral part of the financial statements

Acquisition Corp.

Statements of Stockholders’ Deficit

For the Year Ended December 31, 2022 and the period from May 20, 2021

Through December 31, 2021

Stockholders’

Balance as of December 31, 2021 (1)

$ ( 4,432,602 )

$ ( 4,432,123 )

Net loss (January 1 through March 31, 2022)

Balance as of March 31, 2022

$ ( 4,604,519 )

$ ( 4,604,040 )

Net income (Three Months Ended June 30, 2022)

Balance as of June 30, 2022

$ ( 4,539,951 )

$ ( 4,539,472 )

Accretion of common stock to redemption value

$ ( 356,439 )

Net income (Three Months Ended September 30, 2022)

Balance as of September 30, 2022 (Nine Months Ended)

$ ( 4,559,500 )

$ ( 4,559,021 )

Accretion of common stock to redemption value

$ ( 855,451 )

Net income (Three Months Ended December 31, 2022)

Deferred Underwriter’s Fees

Balance as of December 31, 2022 (Year Ended)

$ ( 265,618 )

$ ( 265,138 )

Balance as of May 20, 2021 (Inception)

Class B common

stock issued to initial shareholder

Issuance of Class B common stock to Sponsor

Balance as of June 30, 2021

Balance as of September 30, 2021

Balance, value

Proceeds from issuance of public warrants, net of offering costs

Issuance of private placement warrants in connection with Initial Public Offering, net of

offering costs

Issuance of private placement warrants in connection with IPO, net

of offering cost

Remeasurement of shares subject to redemption

$ ( 10,284,857

( 4,263,114 )

( 14,547,971 )

Net income (loss)

Balance as of December 31, 2021 (1)

1 unchanged sentence

$ ( 4,432,123

Balance, value

$ ( 4,432,602

1 unchanged sentence

May 20, 2021, the Company issued an aggregate of 4,312,500 founder shares to our sponsor.

On September 27, 2021, our sponsor forfeited 718,750 founder shares for no consideration.

On September 27, 2021, our sponsor forfeited

718,750 founder shares for no consideration.

On November 1, 2021, the Company effected a 1 1/3 for 1 forward stock split of its Class

B common stock, so that the Sponsor owns an aggregate of 4,791,667 Founder Shares.

have been retroactively restated to reflect these transactions (see Note 5).

The accompanying notes

are an integral part of these financial statements.

ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

The accompanying notes are an integral part of the financial statements

OmniLit Acquisition Corp.

Statements of

For the Year Ended December 31, 2022 and the

period from May 20, 2021 (Inception) Through December 31, 2021

December 31, 2022

May 20, 2021 (Inception)

Through December 31, 2021

Cash flows from operating activities:

Net income (loss)

$ ( 169,488 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investment held in Trust Account

( 2,081,055 )

Changes in current assets and liabilities:

Prepaid expenses

Accounts payable and accrued offering costs

Accounts payable

Income tax expense

Income Tax Receivable

Net cash used in operating activities

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Proceeds from Issuance of Class B common stock to Sponsor

Proceeds from notes-payable related party

Proceeds from notes-payable to related party

Proceeds from advances from related party

Payment of offering costs

Payoff of amounts due to related party

Funds Transfer from Trust Account to Cash for DE Tax Reimbursement

Net cash provided by financing activities

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Non-cash financing transactions:

Remeasurement of Shares Subject to Redemption

Deferred underwriting fee payable

Accretion of common stock to redemption value

Payment from Trust Account in connection with redemption of shares

$ 133,917,056

Remeasurement of shares subject to redemption

Offering costs included in accounts payable and accrued expenses

accompanying notes are an integral part of these financial statements.

Funds Transfer from Trust Account to Cash for Federal and State Tax

Reimbursement

The accompanying notes are an integral part of the financial statements

ACQUISITION CORP.

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Public Offering (as defined below).

All activity for the period from May 20, 2021 (inception) through December 31, 2021 relates to the

Company’s formation, the Initial Public Offering and, subsequent to the Initial Public Offering, identifying a target company for

a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the

proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

All activity for the period from May 20, 2021 (inception) through December 31, 2021 and for the year

ended December 31, 2022 relates to the Company’s formation, the Initial Public Offering and, subsequent to the Initial Public Offering,

identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion

of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on

cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal

registration statements for the Initial Public Offering were declared effective by the U.S.

Securities and Exchange Commission (the “SEC”)

on November 8, 2021 (the “Effective Date”).

On November 12, 2021, the Company completed its initial public offering (the

“Initial Public Offering” or “IPO”) of 14,375,000 units (“Units”), including the issuance of 1,875,000

Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $ 10.00 per Unit,

generating gross proceeds of $ 143,750,000 which is discussed in Note 3.

Simultaneously

with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 6,201,750 warrants

Securities and Exchange Commission (the

“SEC”) on November 8, 2021 (the “Effective Date”).

On November 12, 2021, the Company completed its initial

public offering (the “Initial Public Offering” or “IPO”) of 14,375,000 units

(“Units”), including the issuance of 1,875,000 Units

as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $ 10.00 per

Unit, generating gross proceeds of $ 143,750,000 which

is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private

Placement”) of 6,201,750 warrants

to OmniLit Sponsor LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”), 575,000 warrants

to Imperial Capital, LLC, a Delaware limited liability company (“Imperial Capital”), and 143,750 warrants to I-Bankers Securities,

Inc., a Texas corporation (“I- Bankers”), (together, the “Private Placement Warrants”), each at a price of $ 1.00

per Private Placement Warrant, generating total proceeds of $ 6,920,500 , which is described in Note 4.

costs amounted to $ 8,333,135 ,

to Imperial Capital, LLC, a Delaware limited liability company (“Imperial Capital”), and 143,750 warrants

to I-Bankers Securities, Inc., a Texas corporation (“I- Bankers”), (together, the “Private Placement

Warrants”), each at a price of $ 1.00 per

Private Placement Warrant, generating total proceeds of $ 6,920,500 ,

which is described in Note 4.

Transaction costs amounted to $ 8,333,135 ,

consisting of $ 2,875,000 of

underwriting discount, $ 5,031,250

of deferred underwriting discount, and $ 426,884

of other offering costs.

In addition, $ 1,579,046

cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

underwriting discount, $ 5,031,250 of

deferred underwriting discount, and $ 426,884 of

other offering costs.

In addition, $ 1,579,046 of

cash was held outside of the Trust Account (as defined below) and was available for working capital purposes.

The Company’s

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 %

of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing of an agreement to enter

into the Business Combination.

However, the Company will only complete the Business Combination if the post-Business Combination company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

There is no assurance that the Company will be able to successfully effect the Business Combination.

However, the Company will only complete the Business Combination if the post-Business Combination

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as

amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect the

Business Combination.

the closing of the Initial Public Offering, a total of $ 146,625,000 ($ 10.20 per Unit) of the net proceeds from the IPO and the Private

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stockholders.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the Business Combination either:

(i) in connection with a stockholder meeting called to approve the Business Combination;

by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem their shares

for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.20 per share, plus any pro rata

interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with

certain amendments to the Company’s amended and restated memorandum and articles of association.

connection with the Special Meeting of the Stockholders held on December 21, 2022, the Company provided its public stockholders with

the opportunity to redeem all or a portion of their public shares.

The stockholders were entitled to redeem their shares for a pro rata

portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20

per share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

All of the public shares

contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation,

if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments

to the Company’s amended and restated certificate of incorporation.

In this Special Meeting of the Stockholders held on

December 21, 2022, an Extension Amendment Proposal and the Trust Amendment Proposal were approved, and as a result, the Company has filed with the state of Delaware an amendment to the Amended and Restated

Certificate of Incorporation to provide the Company the right to extend the Combination Period for an additional nine (9) months

or such earlier date as determined by the Board, from February 12, 2023 to November 12, 2023.

The purpose of the Extension was to provide

the Company more time to complete a Business Combination, which the Board believes is in the best interests of our stockholders.

the Extension Proposal approved, neither the Sponsor nor the Company were required to deposit additional funds into the trust account in

connection with the Extension.

In connection

with the Extension Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public

stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares.

who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the

Company’s trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided

by the number of then outstanding public shares.

In connection with the vote to approve the Extension Amendment and Trust Amendment Proposals,

the holders of 13,026,951

shares of Class A common stock properly exercised their right to redeem their shares

for cash at a redemption price of approximately $ 10.28

per share, for an aggregate redemption amount of approximately $ 133,917,056 .

Therefore, as of December 21, 2022, there were 1,348,049

shares of Class A common stock, par value $ 0.0001

per share, issued and outstanding.

The underwriters were entitled to a deferred fee

of $ 0.35 per Unit, or $ 5,031,250 in the aggregate as noted in our prospectus, however, the underwriters have issued a letter on November

12, 2022 to the Company that it has reduced the deferred fee to $ 500,000 in the aggregate.

The deferred fee will become payable to the

underwriters from the amounts held in the trust account solely in the event that we complete our initial business combination, subject

to the same terms of the underwriting agreement, which was attached as an exhibit to our registration statement on form S-1 filed with

the SEC in connection with our IPO (File No.

ACQUISITION CORP

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Business Combination

Company has 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the IPO, if the Company

extends the period of time to consummate a business combination, as described in more detail in the Prospectus) to consummate the Business

Combination (the “Combination Period”).

However, if the Company is unable to complete the Business Combination within the

Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust

Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its franchise and income taxes obligations and less up to $ 100,000 of interest

to pay dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law and as further described

in this registration statement of which the Prospectus forms a part, and then seek to dissolve and liquidate.

Company had 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the IPO, if the

Company extends the period of time to consummate a business combination, as described in more detail in the Prospectus) to

consummate the Business Combination (the “Combination Period”).

Following the approval of the Extension Amendment

Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the

Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 12, 2023 to

November 12, 2023 (“Extended Combination Period”.

However, if the Company is unable to complete the Business Combination

within the Extended Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the

funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the

funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes obligations and

less up to $ 100,000

of interest to pay dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law and as

further described in this registration statement of which the Prospectus forms a part, and then seek to dissolve and

Sponsor, officers, and directors have agreed:

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and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company

fails to complete the Business Combination within the Combination Period.

fails to complete the Business Combination within the Extended Combination Period.

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

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and Going Concern Consideration

of December 31, 2021, the Company had cash on hand of $ 494,599

held outside of the Trust Account and available

for working capital purposes.

The Sponsor has provided a Commitment Letter to the Company to provide access to $ 100,000 of additional

working capital, if needed, for operations prior to a Business Combination.

of December 31, 2022, the Company had cash on hand of $ 117,506 held outside of the Trust Account and available for working capital purposes.

The Sponsor has provided a Commitment Letter to the Company to provide access to $ 100,000 of additional working capital, if needed, for

operations prior to a Business Combination.

Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

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the Company may need to obtain additional financing in order to meet its obligations.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will

be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,

performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with

or acquire, and structuring, negotiating and consummating the Business Combination.

Company is a Special Purpose Acquisition Corporation with a scheduled liquidation date of November 12, 2023.

The Company must implement

a resolution by the board as a condition of earlier liquidation date.

The Company plans to complete the transaction before the scheduled

liquidation date.

In connection with the Special Purpose Acquisition Corporation’s assessment of going concern considerations in

accordance with ASC Topic 205-40 Presentation of Financial Statements - Going Concern, although the Company intends to consummate a Business

Combination on or before November 12, 2023, management has determined that the mandatory liquidation deadline less than 12 months away,

should a Business Combination not occur, it raises doubt about the Company’s ability to continue as a going concern.

No adjustments

have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2023.

Based on the foregoing, management believes that the Company will have insufficient

working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial

Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Business

and Uncertainties

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might result from the outcome of this uncertainty.

In Febraury 2022, The Russian Federation and Belarus commenced a military

action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic

sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are

not determinable as of the date of these condensed financial statements.

The specific impact on the Company’s financial condition,

results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

ACQUISITION CORP

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021.

The Company did not have any cash equivalents as of December 31, 2022 and 2021.

Securities Held in Trust Account

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losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the

accompanying unaudited condensed statements of operations.

accompanying condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined

4 unchanged sentences

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At December 31, 2021, the Company had not experienced

At December 31, 2022 and December 31, 2021, the Company had not experienced

losses on this account.

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were recorded as a charge in accumulated deficit.

The underwriters have issued a letter to the Company on November 12, 2022 that it has reduced the deferred fee to

$ 500,000 in the aggregate.

ACQUISITION CORP

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shares reflected in the balance sheet are reconciled in the following table:

Of Reconciliation Of Class A Ordinary Shares

Schedule of Reconciliation of Class A Ordinary

Gross proceeds

1 unchanged sentence

Proceeds allocated to Public Warrants at issuance

Redeemable common stock issuance costs

NRA issuance cost

( 1,011,984 )

Class A ordinary share issuance costs

( 133,917,056 )

Accretion of Carrying value to redemption value

Class A ordinary shares subject to possible redemption

$ 146,625,000

Common stock subject to redemption

Value of Financial Instruments

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input that is significant to the fair value measurement.

Accounting for Warrants

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance

in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the instruments are free standing

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all

of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own

common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding.

Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for

equity accounting treatment.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the Company’s own Common Stocks and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments

are outstanding.

Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement

qualify for equity accounting treatment.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

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period, disclosure and transition.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2021.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals or material deviation from its position.

Company has identified the United States as its only “major” tax jurisdiction.

Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December

31, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its

Company has identified the United States and Florida as its only “major” tax jurisdictions.

ACQUISITION CORP

TO FINANCIAL STATEMENT

Company is subject to potential income tax examinations by federal and state taxing authorities.

These potential examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and

state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change

over the next twelve months.

Loss Per Common Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

Earnings and losses are shared

pro rata between the two classes of stock.

The warrants are exercisable to purchase 14,108,000 shares of Class A common stock in the

aggregate and were excluded from diluted earnings per share for the period ended December 31, 2021 because the warrants are contingently

exercisable, and the contingencies have not yet been met.

As a result, diluted loss per share is the same as basic loss

per share for the period from May 20, 2021 (Inception) through December 31, 2021.

The Company is subject to potential income tax examinations by federal

and state taxing authorities.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income

among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the

total amount of unrecognized tax benefits will materially change over the next twelve months.

Law and Changes

August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1 % excise tax

on public company stock buybacks.

The company is assessing the potential impact of the Act.

IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022.

The total taxable value of shares repurchased is reduced by the fair market value of and newly issued shares during the taxable year.

rights are ubiquitous to nearly all SPACs.

Shareholders have the ability to require the SPAC to repurchase their shares prior to the

merger in what is known as a redemption right, essentially getting their money back.

There are two possible scenarios in which redemption

rights come into play.

First, they can be exercised by the shareholders themselves because they are exiting the transaction, or second,

they can be triggered because the SPAC did not find a target with which to merge.

Company will continue to access the potential impact of the IR Act.

Based on our preliminary assessment, we do not expect a material

impact on our consolidated financial statements.

Income (Loss) Per Common Stock

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

The Company has

two classes of shares, which are referred to as Class A common stock and Class B common stock.

Earnings and losses are shared pro rata

between the two classes of stock.

The warrants are exercisable to purchase 14,108,000 shares of Class A common stock in the aggregate

and were excluded from diluted earnings per share for the year ended December 31, 2022 because the warrants are contingently exercisable,

and the contingencies have not yet been met.

As a result, diluted loss per share is the same as basic loss per share for the year ended

December 31, 2022 and the period from May 20, 2021 (Inception) through December 31, 2021.

Remeasurement associated with the redeemable

shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value.

the period from May 20, 2021 (Inception) through December 31, 2021, net loss per common share is as follows:

of Net income Per Common Share

Basic and diluted net loss per share

Allocation of net loss

the Year Ended December 31, 2022 and the period from May 20, 2021 (Inception) Through December 31, 2021, net income (loss) per common

share is as follows:

of Net Income (loss) Per Common Share

Year Ended December 31, 2022

May 20, 2021 (Inception) Through December 31, 2021

Basic and diluted net income (loss) per share

Allocation of net income (loss)

$ ( 127,116 )

Weighted-average shares outstanding

Basic and diluted net loss per share

Basic and diluted net income (loss) per share

Accounting Pronouncements

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in certain areas.

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early

adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the impact of

ASU 2020- 06 on its financial statements.

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption

permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the impact of ASU 2020-

06 on its financial statements.

Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently

9 unchanged sentences

completion of the initial Business Combination, or earlier upon redemption or liquidation.

underwriters were paid a cash underwriting discount of $ 2,875,000 , or $ 0.20 per Unit, of the gross proceeds of the IPO.

Additionally,

the underwriters will be entitled to a deferred underwriting discount of 3.5 % or $ 5,031,250 of the gross proceeds of the IPO held in

the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

In connection with the Extension

Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders”

and such shares as “public shares”) elected to redeem all or a portion of their public shares.

Stockholders who elected to

redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s

trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided by the number of

then outstanding public shares.

Therefore, as of December 21, 2022, there were 1,348,049 shares of Class A common stock, par value

$ 0.0001 per share, issued and outstanding.

underwriters were paid a cash underwriting discount of $ 2,875,000 ,

or $ 0.20 per

Unit, of the gross proceeds of the IPO.

Additionally, the underwriters are entitled to a deferred underwriting discount of $ 500,000 of

the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination

subject to the terms of the underwriter letter on November 12, 2022.

4— Private Placement

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out of the offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions).

In connection with the Special Meeting of Stockholders held on December,

31 2022, the Extension Proposal was approved, neither the Sponsor nor the Company are required to deposit additional funds into the trust

account in connection with the Extension.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

8 unchanged sentences

the Trust account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

As of December 31, 2021, no Working Capital Loans have been made to the Company.

Party Extension Loans

Company will have until 15 months from the closing of the Initial Public Offering to consummate a Business Combination.

However, if the

Company anticipates that it may not be able to consummate a Business Combination within 15 months, the Company will, by resolution of

the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months

up to twice (for a total of up to 21 months to complete a Business Combination) if such extension is requested by the Sponsor.

to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental

Stock Transfer & Trust Company on the date of the Initial Public Offering, in order to extend the time available for the Company

to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account $ 1,250,000 , or up

to $ 1,437,500 if the underwriters’ over-allotment option is exercised in full ($ 0.10 per share in either case), on or prior to

the date of the applicable deadline.

Such payment would be made in the form of a loan.

Such loan will be non-interest bearing and payable

upon the consummation of the Company’s Business Combination.

If the Company completes a Business Combination, the Company would

repay such loaned amount out of the proceeds of the trust account released to the Company.

If the Company does not complete a Business

Combination, the Company will not repay such loan.

Furthermore, the letter agreement with the Company’s initial stockholders contains

a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loan out of the funds held in the trust

account in the event that the Company does not complete a Business Combination.

The Company will only be able to extend the period of

time to consummate a Business Combination by an additional three months twice (for a total of six months), and public stockholders will

not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

The Sponsor and its affiliates

or designees are obligated to fund the trust account in order to extend the time for the Company to complete a Business Combination,

but the Sponsor is not obligated to extend such time.

As of December 31, 2021 and 2022, no Working Capital Loans have been made to the Company.

The Sponsor has provided a Commitment Letter to the Company to provide access to $ 100,000 of additional working capital,

if needed, for operations prior to a Business Combination.

May 20, 2021, the Company issued an aggregate of 4,312,500 founder shares to our sponsor.

13 unchanged sentences

shares will no longer be subject to such transfer restrictions.

As per 8-K filed on December 15, 2022, nine investors signed non-redemption

agreements for 499,992 founder shares.

ACQUISITION CORP

TO FINANCIAL STATEMENT

6 — Commitments Registration Rights

6 — Commitments

holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants,

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respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion.

November 12, 2021, the underwriters were paid a cash underwriting discount of $ 2,875,000 , or $ 0.20

per Unit, of the gross proceeds of the IPO.

An additional fee of $ 0.35 per Unit, or $ 5,031,250 in the aggregate will be payable

to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

November 12, 2021, the underwriters were paid a cash underwriting discount of $ 2,875,000 , or $ 0.20 per Unit, of the gross proceeds of

An additional fee of $ 0.35 per Unit, or $ 5,031,250 in the aggregate payable to the underwriters for deferred underwriting

commissions, however, the underwriters have issued a letter on November 12, 2022 to

the Company that it has reduced the deferred fee to $ 500,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event

that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

of First Refusal

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Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $ 0.0001 each.

At December 31, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue a total of 100,000,000

shares of Class A common stock at par value of

At December 31,2021, there were 14,375,000

shares of Class A common stock issued and outstanding

and subject to possible redemption.

At December 31, 2021 and 2022, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value

of $ 0.0001 each.

At December 31,2021 there were 14,375,000 shares of Class A common stock issued and outstanding and subject

to possible redemption.

At December 31,2022 there were 1,348,049 shares of Class A common stock issued and outstanding and subject to possible

B Common Stock — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of

$ 0.0001 each.

At December 31,2021, there were 4,791,667 shares of Class B common stock issued and outstanding.

At December 31,2021 and 2022, there were 4,791,667 shares of Class B common stock issued and outstanding.

Company’s initial stockholder has agreed not to transfer, assign, or sell any of its founder shares until the earlier of:

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a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

— At December 31, 2021 there were 7,187,500 Public Warrants and 6,920,500 Private Placement Warrants outstanding.

At December 31, 2022 and 2021, there were 7,187,500

Public Warrants and 6,920,500

Private Placement Warrants outstanding respectively.

whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per

52 unchanged sentences

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December

31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

of the Fair Value Valuation Techniques

31, 2021 and 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair

Schedule of the Fair Value Valuation Techniques

December 31, 2021

2 unchanged sentences

to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

There were no transfers between levels for the period

from May 20, 2021 (inception) through December 31, 2021.

There were no transfers between levels for the year

ended December 31, 2022 and the period from May 20, 2021 (inception) through December 31, 2021.

ACQUISITION CORP

3 unchanged sentences

benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Warrant Fair Value Measurement

The Company established the initial fair value

for the warrants on November 9, 2021, the date of the Company’s Initial Public Offering, using a modified Black-Scholes model for

the Public Warrants and Private Placement Warrants and the transaction prices that serve as a proxy for fair value that were observed

on the Balance Sheet date.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of

Class A common stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based

on their fair values as determined at initial measurement, with the remaining proceeds recorded as a charge to accumulated deficit based

on their relative fair values recorded at the initial measurement date.

The warrants were classified as Level 3 at the initial measurement

date due to the use of unobservable inputs.

Fair Value Measurement

Company established the initial fair value for the warrants on November 9, 2021, the date of the Company’s Initial Public Offering,

using a modified Black-Scholes model for the Public Warrants and Private Placement Warrants and the transaction prices that serve as

a proxy for fair value that were observed on the Balance Sheet date.

The Company allocated the proceeds received from (i) the sale of

Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant) and (ii) the sale of Private Placement

Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded

as a charge to accumulated deficit based on their relative fair values recorded at the initial measurement date.

The warrants were classified

as Level 3 at the initial measurement date due to the use of unobservable inputs.

of Fair Value Measurement of Unobservable Inputs

November 9, 2021

Placement Warrants

Fair Value Measurement

Public Warrants

Private Placement Warrants

Common stock price

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9- Income Taxes

of December 31, 2021, the Company’s net deferred tax assets are as follows:

of Deferred Tax Assets

of December 31, 2022 and December 31, 2021, the Company’s net deferred tax assets are as follows:

Schedule of Net Deferred Tax Assets

Deferred tax asset:

4 unchanged sentences

Deferred tax asset, net of allowance

income tax benefit for the period from May 20, 2021, (inception) through December 31, 2021, consists of the following:

of Income Tax Provision

income tax benefit for the period from January 1, 2022 through December 31, 2022 and from May 20, 2021 (Inception) through December 31,

2021, consists of the following:

Schedule of Income Tax Benefit

January 1, 2022 through December 31, 2022

May 20, 2021 (inception) through December 31, 2021

Change in valuation allowance

Income tax provision

of December 31, 2021, the Company has $ 122,158

federal and state net operating loss carryovers,

which do not expire.

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

period from May 20, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 41,935 .

reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

of Federal Income Tax Rate

reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and December 31, 2021, consists

of the following:

Schedule of Reconciliation of the Federal Income Tax Rate

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in State Tax Rate

Net Operating Loss

Change in valuation allowance

Income tax provision

The Company will file income tax returns

federal jurisdiction and Florida.

The Company’s effective tax rates for the period presented differ from the expected

(statutory) rates due to the recording of full valuation allowances on deferred tax assets

Effective Tax Rate

The Company will file taxes in the U.S.

jurisdiction and Florida.

In 2022, the Company paid $ 355,916

Federal Tax and $ 98,641

in Florida State Tax based on estimates.

The amount of $ 6,863

for Federal Tax and $ 1,902

for State Tax were recorded as Tax Receivables.

10- Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial

statements were available to be issued.

The Company did not identify any subsequent events that would have required adjustment or

disclosure in the financial statements, except as described below.

The Sponsor has provided a Commitment Letter to the Company to

provide access to $ 100,000 of additional working capital, if needed, for operations prior to a Business Combination.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements

were available to be issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in

the financial statements, except as described below.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

OMNILIT ACQUISITION CORP.

April 1, 2022

ACQUISITION CORP.

January 30, 2023

& Chief Executive Officer

10 unchanged sentences

& Chief Executive Officer and Director

January 30, 2023

Executive Officer)

1 unchanged sentence

Financial Officer and Secretary

January 30, 2023

Accounting and Financial Officer)

1 unchanged sentence

Operating Officer

January 30, 2023

Kent R Weldon

January 30, 2023

Mark D Norman

Brian F Hughes

January 30, 2023

James M Jenkins

January 30, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures