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CORRESP
1
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Re:
OmniLit Acquisition Corp.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
May 15, 2023

File
No. 333-271822

To
Whom It May Concern:

On
behalf of OmniLit Acquisition Corp., a Delaware corporation (the “Company”), we are hereby submitting to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter dated June 8, 2023 regarding the Company’s
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-271822) filed via EDGAR to the Commission on May 15, 2023 (the “Registration
Statement”).

Concurrently
with the submission of this letter, the Company will be filing Amendment No. 2 to the Registration Statement (the “Amendment
No. 2”) via EDGAR to the Commission for review.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. To the extent helpful, we have included
page references in the Amendment No. 2 where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Amendment No. 2.

Amendment
No. 1 to Registration Statement on Form S-4, filed May 15, 2023

Cover
Page

1.
We note your statement that a business combination with Syntec Optics was not conditioned on any cash at close due to, among other things,
Syntec Optics being “cash flow positive for over two decades.” The financial statements for Syntec Optics included in the
Registration Statement appear to show net decreases in cash of $1,777,259 and $403,889 for the years ended December 31, 2022 and 2021,
respectively. Please clarify if this statement refers to Syntec Optics’ free cash flows, cash flows from operating activities or
a different measure of cash flow, or if you are referencing aggregate cash flows over an extended period of time.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages, and pages 24, 103, 143, and 166 of Amendment No. 2.

2.
We note your statement that “Syntec Optics was formed more than two decades ago from the aggregation of three advanced manufacturing
companies that were started in the 1980s.” We also note your statements on page F-22 that “[e]ffective December 28, 2022,
Wordingham Machine Co., Inc. and Rochester Tool and Mold, Inc. were merged with and into Syntec Technologies, Inc., with Syntec Technologies,
Inc. being the surviving corporation (the Merger)” and “Syntec Technologies, Inc. amended its name to Syntec Optics, Inc.”
Please clarify if the three advanced manufacturing companies being referred to are Wordingham Machine Co., Rochester Tool and Mold, Inc.
and Syntec Technologies, Inc. If so, please explain the relationship between these businesses prior to their merger in December 2022
and how Syntec Optics was formed from their aggregation more than two decades ago.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and pages 104, 143, 166, and F-39 of Amendment No. 2.

3.
We note your statement that the end-markets that Syntec Optics serves (defense, biomedical, and consumer) “are well-established
and believed to be acyclical.” Revise to attribute the claim to the source or provide a reasonable basis and clarify that it is
your belief that these end-markets are acyclical.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and pages 24, 143, and 166 of Amendment No. 2.

4.
We refer to your statement that “Syntec Optics plans to enter new end-markets in an effort to further consolidate a fragmented
industry and add to its current U.S.-based process of making thin-film coated glass, crystal, or polymer components and their housings,
which are ultimately assembled into high performance hybrid electro-optics sub-systems.” Please revise to balance this disclosure
to identify the new end-markets you are planning to enter, your anticipated timeline for entering these markets, and what steps you have
taken to date. To the extent that you have not taken affirmative steps or have agreements in place, please make that clear.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and pages 35, 149, and 168 of Amendment No. 2.

5.
Please quantify the aggregate dollar amount and describe the nature of what the Sponsor and its affiliates have at risk that depends
on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses
for which the Sponsor and its affiliates are awaiting reimbursement. Additionally, please expand your disclosure regarding the Sponsor
and its affiliates’ ownership interest in the target company. Disclose the percentage ownership of the target company and the approximate
dollar value of the interest. Please discuss the amount and value of Performance-based Earnout Shares and Contingent Earnout Shares expected
to be held by the Sponsor and its affiliates.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and pages 159 of Amendment No. 2.

6.
We note your disclosure that shares and warrants of New Syntec Optics are expected to be listed on Nasdaq under new ticker symbols. Revise
to clarify if the consummation of the Business Combination is contingent upon approval from Nasdaq of the listing of the common stock
and warrants, and whether these conditions are waivable. Please also revise the risk factor regarding Nasdaq listing on page 52 accordingly.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and page 51 of Amendment No. 2.

7.
Please disclose on the cover page and in the prospectus summary whether the combined company will be a “controlled company”
as defined under the relevant Nasdaq listing rules and, if so, whether you intend to rely on the exemptions as a controlled company.
If applicable, please include risk factor disclosure that discusses the effect, risks and uncertainties of being designated a controlled
company, including but not limited to, the result that you may elect not to comply with certain corporate governance requirements.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see cover pages and pages 31 and 53 of Amendment No. 2.

8.
You state that one of the factors that a business combination with Syntec Optics was not conditioned on any cash at close is there being
no distribution requirement at Closing to Syntec Optics stockholders. Please revise to explain the term “distribution requirement.”
We note that you are registering 68,513,687 shares of common stock of OmniLit Acquisition Corp., which will be renamed Syntec Optics
Holdings, Inc.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and page 103 of Amendment No. 2.

Frequently
Used Terms, page 19.

9.
Please clarify the definition of “Aggregate Fully Diluted Company Common Shares” as used in the proxy statement.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 1 of Amendment No. 2.

Questions
and Answers About the Proposals

Q:
Why is OmniLit proposing the Business Combination?, page 9

10.
We note your statement that “Imperial Capital will receive a deferred fee upon the consummation of the Merger in an amount equal
to, in the aggregate, $500,000, an amount reduced from the $5,031,250 listed in the IPO prospectus.” It appears that these underwriting
fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on
a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see pages 14 and 15 of Amendment No. 2.

11.
We refer to your statement that “in connection with the 2022 Special Meeting, OmniLit and OmniLit Sponsor LLC signed several non-redemption
agreements with public stockholders. The non-redemption agreements gave rights and interests to signees to OmniLit Founder Shares for
reversing their redemption elections.” Please describe the consideration provided in exchange for these non-redemption agreements
and the total number of shares of common stock subject to the agreements. Please note whether the non-redemption agreements prevent the
public stockholders from redeeming their shares in connection with the Business Combination. Finally, please revise your disclosure in
the Background of the Business Combination section to discuss the negotiation of these nonredemption agreements and the nine month extension
and how such events related to your negotiation of a business combination.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see cover pages and pages 10, 103, and 104 of Amendment No. 2.

Q:
What are the interests of OmniLit’s directors and officers in the Business Combination?, page 12

12.
We note your statement that “[i]t is anticipated that upon completion of the Business Combination and assuming no redemptions by
OmniLit public stockholders, OmniLit’s public stockholders will retain an ownership interest of approximately 4% of New Syntec
Optics, the Sponsor, officers, directors and other affiliates will own approximately 12% of New Syntec Optics, and the Syntec Optics
stockholders will own approximately 91% (excluding the 26,000,000 Contingent Earnout Shares) of New Syntec Optics.” These percentages
sum to 107% of the outstanding shares of New Syntec Optics. Please revise or clarify if any holdings are included in multiple categories.
Additionally, it appears Mr. Kapoor will own approximately 74% of the New Syntec Optics Common Stock following the Business Combination.
Please include a reference to Mr. Kapoor’s holdings individually rather than aggregated with the other current stockholders of
Syntec Optics as it appears he will retain a majority interest in the Company.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see cover pages and pages 12, 67, and 68 of Amendment No. 2.

What
equity stake will current stockholders of OmniLit and Syntec Optics hold in the New Syntec Optics after the closing?, page 14

13.
Please revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders at each redemption level, taking into account not only the money in the trust account, but the post-transaction equity value
of the combined company. Your disclosure should show the impact of certain equity issuances on the per share value of the shares, including
the exercises of public and private warrants, and the issuance of any earn-out shares under each redemption scenario.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see pages 14 and 15 of Amendment No. 2.

Q:
Will OmniLit obtain new financing in connection with the Business Combination?, page 16

14.
We note your statement that “OmniLit may obtain new financing in connection with the Business Combination.” Please clarify
if you intend to obtain any new financing at this time and update your disclosures accordingly as the filing review progresses.

Response:
We respectfully acknowledge the Staff’s comment. At this time, we do not plan to obtain any new financing. However, we may
continue to pursue new financing arrangements and therefore intend to not revise the disclosure at this point in time. The Company advises
that they will update the disclosure on any financings at the appropriate time if the Company enters into definitive agreements concerning
such financings.

Interests
of Certain Persons in the Business Combination, page 28

15.
We note the disclosure that OmniLit’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket
expenses incurred by them in connection with certain activities on OmniLit’s behalf, such as identifying and investigating possible
business targets and business combinations. Please revise to disclose the estimated out-of-pocket expenses incurred in connection with
such activities, and clarify whether there are limitations to such reimbursement expenses.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the cover pages and pages 13, 30, 49 and 97 of Amendment No. 2.

Summary
of the Proxy Statement

Business
of Syntec Optics, page 34

16.
We note your statement here that “[o]ptics is currently enabling 11% of the global economy.” If true, please clarify that
this 11% figure represents the estimated value of the global optics and photonics market relative to annual global gross domestic product.
We also note your statement on page 165 that “[u]ltimately, [y]our vertically integrated advanced manufacturing platform offers
[y]our clients across several end markets competitively priced and disruptive light-enabled technologies and sub-systems that impacts
roughly 11% of the global economy.” If true, please revise this statement to clarify that the 11% figure is an estimate of your
potential addressable market and not an estimate of your existing manufacturing platform.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see pages 34, 143, 144, 166, and 167 of Amendment No. 2.

Cautionary
Statements Regarding Forward-Looking Statements, page 41

17.
We note your reliance upon the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995. Because the application of the safe harbor to your initial business combination is unsettled, please condition your reliance with
qualifying language that the protections of the safe harbor of the Private Securities Litigation Reform Act of 1995 may not be available.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 40 of Amendment No. 2.

Risk
Factors

Risks
Related to Cybersecurity, Technology, Proprietary Techniques and Intellectual Property,

page
43

18.
We note your disclosure on page F-35 that the Company generated 50% of revenues for the year ended December 31, 2022 from three customers
and 54% of revenues for the year ended December 31, 2021 from three customers. Please include risk factor disclosure regarding your customer
concentration. Please also include expanded disclosure in your MD&A and business sections as appropriate or provide analysis explaining
why the customer concentration is not material to you.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see pages 46 and 168 of Amendment No. 2.

The
Sponsor and the Insiders have agreed to vote in favor of the Business Combination, regardless of how OmniLit’s public stockholders
vote., page 49

19.
We note your disclosure on page 78 that the approval of each of the Business Combinatio