SecProbe.io

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April
28, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

    Re:
    Syntec
    Optics Holdings, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-295335)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), acting as underwriter for the above-referenced offering, hereby concurs in the
request by Syntec Optics Holdings, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15
P.M. Eastern Time on Tuesday, April 28, 2026, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright
affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Edward Silvera

    Name:
    Edward
    Silvera

    Title:
    Co-Chief
    Executive Officer

 430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

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SYNTEC
OPTICS HOLDINGS, INC.

515
LEE ROAD

ROCHESTER,
NY 14606

April
27, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Margaret Sawicki

    Re:
    Syntec
    Optics Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    April 27, 2026

    File
    No. 333-295335 (the “Registration Statement”)

    Acceleration
    Request

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Syntec Optics Holdings, Inc. (the
“Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission accelerate the effective date
of the above-referenced Registration Statement to Tuesday, April 28, 2026, at 5:15 p.m., Eastern Time, or as soon as thereafter
practicable.

The
cooperation of the staff in meeting the timetable described above is very much appreciated.

Please
contact Rick Werner or Alla Digilova of Haynes and Boone, LLP, counsel to the Registrant, at (212) 659-4974 or (212) 659-4993, respectively,
with any questions regarding this request.

    Very
    truly yours,

    SYNTEC
    OPTICS HOLDINGS, INC.

    /s/
    Al Kapoor

    Al
    Kapoor, Chief Executive Officer

    cc:
    Haynes
    and Boone, LLP

    Rick
    Werner, Esq.

    Alla
    Digilova, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 20, 2026

Al Kapoor
Chief Executive Officer
Syntec Optics Holdings, Inc.
515 Lee Road
Rochester, NY 14606

 Re: Syntec Optics Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 14, 2026
 CIK No. 0001866816
Dear Al Kapoor:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Christopher R. Rodi, Esq.
</TEXT>
</DOCUMENT>

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OMNILIT
ACQUISITION CORP.

1111
Lincoln Road, Suite 500

Miami
Beach, Florida 33139

(786)
750-2820

October
5, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Conlon
    Danberg

    Julie
    Sherman

    Lauren
    Nguyen

    Brian
    Cascio

    RE:
    OmniLit
    Acquisition Corp. (the “Company”)

    Registration
    Statement on Form S-4

    File
    No. 333-271822

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s
Registration Statement on Form S-4 (File No. 333-271822) be accelerated by the Securities and Exchange Commission to 2:00 p.m. New York
time on October 5, 2023, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to Robert O. Nelson II, Chief Financial Officer of the Company,
at (617) 921-8483 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    OmniLit Acquisition Corp.

    By:
    /s/
    Al Kapoor

    Name:
    Al
    Kapoor

    Title:
    Chief
    Executive Officer

    cc:
    Robert
    O. Nelson II

    OmniLit
    Acquisition Corp.

    cc:
    Christopher
    J. Capuzzi. Esq.

    Ropes
    & Gray LLP

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Re:
OmniLit Acquisition Corp.

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

Filed
September 28, 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 October 3, 2023 regarding the Company’s
Amendment No. 5 to Registration Statement on Form S-4 (File No. 333-271822) filed via EDGAR to the Commission on September 28, 2023 (the
“Registration Statement”).

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses.

Amendment
No. 5 to Registration Statement on Form S-4, filed September 28, 2023

Background
of the Business Combination, page 98

1.
We note your removal of the prior disclosure that “Imperial Capital concluded there were no materially adverse findings from their
such diligence.” Please discuss the reason for the removal of such statement and explain why Imperial Capital cannot reach such
conclusion.

Response:
We respectfully acknowledge the Staff’s comment. The reason for the removal of the statement was because it was a correction
of the disclosure. As disclosed on page 105, Special Committee members indicated to OmniLit to
provide underwriter Imperial Capital information to review the transaction. As discussed on page 106, during the period February
3 through February 16, 2023, OmniLit provided underwriter Imperial Capital information to review
the transaction. Imperial Capital was not asked to reach a conclusion that there were no materially adverse findings as part of
their review and therefore, did not provide a conclusion. Therefore, this disclosure was removed.

Please
contact Christopher Capuzzi by telephone at 212-596-9000 or via e-mail at Christopher.Capuzzi@ropesgray.com and Al Kapoor via
e-mail at akapoor@omnilitac.com.

Very
truly yours,

    OMNILIT
    ACQUISITION CORP.

    By:
    /s/
    Al Kapoor

    Name:
    Al
    Kapoor

    Title:
    Chairman
    and Chief Executive Officer

cc:

Christopher
Capuzzi, Partner, Ropes & Gray LLP

Robert
O. Nelson II, Chief Financial Officer, OmniLit Acquisition Corp.

Joseph
Mohr, Chief Executive Officer, Syntec Optics, Inc.

Christopher
Rodi, Partner, Woods Oviatt Gilman LLP

United States securities and exchange commission logo
October 3, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed September 28, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 22, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
Background of the Business Combination, page 98
1.We note your removal of the prior disclosure that "Imperial Capital concluded there were
no materially adverse findings from their such diligence." Please discuss the reason for the
removal of such statement and explain why Imperial Capital cannot reach such
conclusion.
            Please contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.

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

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Re:
OmniLit Acquisition Corp.

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

Filed
September 6, 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 September 22, 2023 regarding the Company’s
Amendment No. 4 to Registration Statement on Form S-4 (File No. 333-271822) filed via EDGAR to the Commission on September 6,
2023 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company will be filing Amendment No. 5 to the Registration Statement (the “Amendment
No. 5”) 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. 4 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. 5.

Amendment
No. 4 to Registration Statement on Form S-4, filed September 6, 2023

Background
of the Business Combination, page 103

1.
We note your response to previous comment 1 and your statements that “[t]he initial search parameters were centered around finding
a target that was positioned for continued organic growth and could continue to grow through bolt-on acquisitions” and “[i]t
was only once OmniLit’s management considered the shifting tailwinds and economic conditions that were believed to generate organic
growth and attract bolt-on acquisitions that Syntec Optics emerged as a compelling acquisition target.” If true, please clarify
that OmniLit was outside of the search parameters centered around finding a target that was positioned for continued organic growth and
could continue to grow through bolt-on acquisitions. Please explain why this was the case. Likewise, please expand on your statement
regarding shifting tailwinds and economic conditions to explain how these changes related to Syntec’s business or suitability as
an acquisition target.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment.
Please see page 103 of Amendment No. 5.

2.
We note your disclosure regarding the Updated Projections provided by Syntec Optics on August 31, 2023. Please discuss what consideration
the Board or Special Committee gave to requesting a new or updated fairness opinion based on the Updated Projections. Please also include
risk factor disclosure noting that the fairness opinion will not be updated and discuss any associated risks.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment.
Please see pages 17, 36, 51, 75, 108 of Amendment No. 5.

3.
When discussing the presentation of the Updated Projections on August 31, 2023 and the Board meetings on September 1, 2023, please provide
additional context by disclosing the role of Mr. Kapoor given his potential conflicts of interest in the transaction.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment.
Please see page 108 of Amendment No. 5.

Certain
Projected Financial Information of Syntec Optics, page 156

4.
We see that you removed the caption projections from the heading for 2023 and 2024. Please revise the columns for 2023 and 2024 to clearly
label these as projections.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 161 of Amendment No. 5.

Financial
Statements of Syntec Optics, Inc.

Note
6. Loan to Stockholder, page F-48

5.
We see from your response and your revisions to footnote 6 that the originally released financial statements presented the loan as an
asset but based on the fact that the loan was made to the sole shareholder with no fixed repayment terms, you revised your financial
statements to present the loan as a reduction to stockholder’s equity. Further, the statement of cash flows has been revised to
show the loan made as a financing activity rather than an investing activity and the interest earned as an adjustment to net income in
the cash flows from operating activities. Please tell us your consideration of the disclosure requirements of ASC 250 for the related
restatement.

Response:
We respectfully acknowledge the Staff’s comment. In consideration of ASC 250 and the Staff’s comment, the Company
has revised the disclosure. Please see pages F-36, F-38, F-39, and F-48.

If
you have any questions regarding the Amendment No. 5, please contact Christopher Capuzzi by telephone at 212-596-9000 or via e-mail at
Christopher.Capuzzi@ropesgray.com and Al Kapoor via e-mail at akapoor@omnilitac.com.

Very
truly yours,

OMNILIT
ACQUISITION CORP.

    By:
    /s/
    Al Kapoor

    Name:
    Al
    Kapoor

    Title:
    Chairman
    and Chief Executive Officer

cc:

Christopher
Capuzzi, Partner, Ropes & Gray LLP

Robert
O. Nelson II, Chief Financial Officer, OmniLit Acquisition Corp.

Joseph
Mohr, Chief Executive Officer, Syntec Optics, Inc.

Christopher
Rodi, Partner, Woods Oviatt Gilman LLP

United States securities and exchange commission logo
September 22, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed September 6, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4, filed September 6, 2023
Background of the Business Combination, page 103
1.We note your response to previous comment 1 and your statements that "[t]he initial
search parameters were centered around finding a target that was positioned for continued
organic growth and could continue to grow through bolt-on acquisitions" and "[i]t was
only once OmniLit’s management considered the shifting tailwinds and economic
conditions that were believed to generate organic growth and attract bolt-on acquisitions
that Syntec Optics emerged as a compelling acquisition target." If true, please clarify that
OmniLit was outside of the search parameters centered around finding a target that was
positioned for continued organic growth and could continue to grow through bolt-on
acquisitions. Please explain why this was the case. Likewise, please expand on your

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 September 22, 2023 Page 2
 FirstName LastName
Al Kapoor
OmniLit Acquisition Corp.
September 22, 2023
Page 2
statement regarding shifting tailwinds and economic conditions to explain how these
changes related to Syntec's business or suitability as an acquisition target.
2.We note your disclosure regarding the Updated Projections provided by Syntec Optics on
August 31, 2023. Please discuss what consideration the Board or Special Committee gave
to requesting a new or updated fairness opinion based on the Updated Projections. Please
also include risk factor disclosure noting that the fairness opinion will not be updated and
discuss any associated risks.
3.When discussing the presentation of the Updated Projections on August 31, 2023 and the
Board meetings on September 1, 2023, please provide additional context by disclosing the
role of Mr. Kapoor given his potential conflicts of interest in the transaction.
Certain Projected Financial Information of Syntec Optics , page 156
4.We see that you removed the caption projections from the heading for 2023 and 2024.
Please revise the columns for 2023 and 2024 to clearly label these as projections.
Financial Statements of Syntec Optics, Inc.
Note 6. Loan to Stockholder, page F-48
5.We see from your response and your revisions to footnote 6 that the originally released
financial statements presented the loan as an asset but based on the fact that the loan was
made to the sole shareholder with no fixed repayment terms, you revised your financial
statements to present the loan as a reduction to stockholder’s equity.  Further, the
statement of cash flows has been revised to show the loan made as a financing activity
rather than an investing activity and the interest earned as an adjustment to net income in
the cash flows from operating activities.  Please tell us your consideration of the
disclosure requirements of ASC 250 for the related restatement.
            You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Christopher J. Capuzzi. Esq.

CORRESP
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Re:
OmniLit Acquisition Corp.

Amendment
No. 3 to Registration Statement on Form S-4

Filed
August 11, 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 August 24, 2023 regarding the Company’s
Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-271822) filed via EDGAR to the Commission on August 11, 2023 (the
“Registration Statement”).

Concurrently
with the submission of this letter, the Company will be filing Amendment No. 4 to the Registration Statement (the “Amendment
No. 4”) 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. 4 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. 4.

Amendment
No. 3 to Registration Statement on Form S-4, filed August 11, 2023

Background
of the Business Combination, page 98

1.
We note your response to previous comment 4 and re-issue the comment in part. We note your revised disclosure that “Syntec Optics
was not considered as an initial candidate because the OmniLit research team had not identified it through their initial private company
search parameters.” Please expand on this statement to explain what initial private company search parameters Syntec lacked. If
applicable, please explain if Syntec lacked any of the specific criteria listed on page 100 or how the “shifting tailwinds and
shifting economic conditions” impacted the search for a merger target. In this regard, we note your statement on page 98 that you
“expect to focus on acquiring a business combination target within the advanced manufacturing industry, specifically the photonics
or optics sectors, and related sectors, with an enterprise value of approximately $350 million to $750 million.” Syntec appears
to meet this general criteria based on its business in the photonics and optics sectors and the estimated equity values prepared by Benchmark
and the initial December 18, 2022 equity value of $540 million arrived at by OmniLit.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 103 of Amendment No. 4.

The
OmniLit Board and Special Committee’s Reasons for the Approval of the Business Combination, page 105

2.
We note your response to previous comment 5 and re-issue the comment in part. Please expand on your statement that the Board “considered
the potential conflict of interest associated with a Business Combination with an affiliate of the Sponsor” to discuss any specific
considerations the Board gave to these potential conflicts and explain how in light of the potential conflicts of interests, the Board
recommended to approve the Business Combination.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 107 of Amendment No. 4.

Syntec
Financial Statements for the Years Ended December 31, 2022 and 2021

Note
2. Revenue Recognition

Disaggregated
Revenues, page F-46

3.
We reissue our prior comment 12. Revise here and in your annual financial statements to present disaggregated revenues in accordance
with ASC 606-10-50-5 through 7. Explain to us, as part of your response, the basis for your determination of each type of revenue listed
in the table.

Response:
We respectfully acknowledge the Staff’s comment.

Based
upon further review of ASC 606-10-50-5 through ASC 606-10-50-7,
the Company determined that it will additionally disaggregate revenues by the end markets it serves. We have
revised the disclosure in response to the Staff’s comment. Please see pages F-47 and F-66 of Amendment No. 4.

Note
6. Loan to Stockholder, page F-47

4.
We reissue our prior comment 13. Please tell us who the loan was issued to and explain to us your accounting for the distribution, citing
the accounting guidance upon which you based your accounting.

Response: We
respectfully acknowledge the Staff’s comment. The loan to shareholder was issued to Mr. Kapoor, the Chairman and, at the time,
the sole stockholder of Syntec Optics. Per ASC 310-10-S99-3, the Company determined that the loan should be presented as contra
equity. Furthermore, the Company considered guidance within ASC 505-10-45-2. Based on this guidance, the lack of repayment was
accounted for as a reduction of retained earnings within shareholders’ equity offset by a non-cash distribution. We have
revised the disclosure in response to the Staff’s comment. Please see pages F-36 through F-39 and F-48 of Amendment No.
4.

If
you have any questions regarding the Amendment No. 4, please contact Christopher Capuzzi by telephone at 212-596-9000 or via e-mail at
Christopher.Capuzzi@ropesgray.com and Al Kapoor via e-mail at akapoor@omnilitac.com.

Very
truly yours,

OMNILIT
ACQUISITION CORP.

    By:
    /s/
    Al Kapoor

    Name:
    Al Kapoor

    Title:
    Chairman and Chief Executive
    Officer

cc:

Christopher
Capuzzi, Partner, Ropes & Gray LLP

Robert
O. Nelson II, Chief Financial Officer, OmniLit Acquisition Corp.

Joseph
Mohr, Chief Executive Officer, Syntec Optics, Inc.

Christopher
Rodi, Partner, Woods Oviatt Gilman LLP

United States securities and exchange commission logo
August 24, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed August 11, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 4, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 11, 2023
Background of the Business Combination, page 98
1.We note your response to previous comment 4 and re-issue the comment in part. We note
your revised disclosure that "Syntec Optics was not considered as an initial candidate
because the OmniLit research team had not identified it through their initial private
company search parameters." Please expand on this statement to explain what initial
private company search parameters Syntec lacked. If applicable, please explain if Syntec
lacked any of the specific criteria listed on page 100 or how the "shifting tailwinds and
shifting economic conditions" impacted the search for a merger target. In this regard, we
note your statement on page 98 that you "expect to focus on acquiring a business
combination target within the advanced manufacturing industry, specifically the photonics

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 August 24, 2023 Page 2
 FirstName LastName
Al Kapoor
OmniLit Acquisition Corp.
August 24, 2023
Page 2
or optics sectors, and related sectors, with an enterprise value of approximately $350
million to $750 million." Syntec appears to meet this general criteria based on its business
in the photonics and optics sectors and the estimated equity values prepared by
Benchmark and the initial December 18, 2022 equity value of $540 million arrived at by
OmniLit.
The OmniLit Board and Special Committee's Reasons for the Approval of the Business
Combination, page 105
2.We note your response to previous comment 5 and re-issue the comment in part. Please
expand on your statement that the Board "considered the potential conflict of interest
associated with a Business Combination with an affiliate of the Sponsor" to discuss any
specific considerations the Board gave to these potential conflicts and explain how in light
of the potential conflicts of interests, the Board recommended to approve the Business
Combination.
Syntec Optics Financial Statements for the Years Ended December 31, 2022 and 2021
Note 2. Revenue Recognition
Disaggregated Revenues , page F-46
3.We reissue our prior comment 12. Revise here and in your annual financial statements to
present disaggregated revenues in accordance with ASC 606-10-50-5 through 7. Explain
to us, as part of your response, the basis for your determination of each type of revenue
listed in the table.
Note 6. Loan to Stockholder, page F-47
4.We reissue our prior comment 13. Please tell us who the loan was issued to and explain to
us your accounting for the distribution, citing the accounting guidance upon which you
based your accounting.
            You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Christopher J. Capuzzi. Esq.

CORRESP
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Re:
OmniLit Acquisition Corp.

Amendment
No. 2 to Registration Statement on Form S-4

Filed
July 12, 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 August 4, 2023 regarding the Company’s
Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-271822) filed via EDGAR to the Commission on July 12, 2023 (the “Registration
Statement”).

Concurrently
with the submission of this letter, the Company will be filing Amendment No. 3 to the Registration Statement (the “Amendment
No. 3”) 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. 3 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. 3.

Amendment
No. 2 to Registration Statement on Form S-4, filed July 12, 2023

Summary
Historical Financial Information of Syntec Optics, page 37

1.
Please revise to present the Statement of Operations and Statement of Cash Flows separately.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 37 of Amendment No. 3.

The
ability of OmniLit’s public stockholders to exercise redemption rights with respect to a large number of shares, page 56

2.
We note your response to previous comment 4. Please revise to define the communications and sensing end-markets.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see the pages 35, 149, and 168 of Amendment No. 3.

Sources
and Uses for the Business Combination, page 93

3.
Revise to include information as of a more recent practicable date.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 93 of Amendment No. 3.

Background
of the Business Combination, page 104

4.
We note your response to previous comment 29 and re-issue in part. Please revise to include context for the development of the negotiations
by explaining why Syntec Optics was not included as a potential candidate during the initial evaluations conducted during 2021 and early
2022.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 103 of Amendment No. 3.

The
OmniLit Board and Special Committee’s Reasons for the Approval of the Business Combination, page 105

5.
We note your response to previous comment 33. Please revise to clarify how in light of the conflicts of interests, the Board recommended
to approve the Business Combination.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 107 of Amendment No. 3.

Summary
of OmniLit Financial Analysis, page 107

6.
We note your revised disclosure in response to previous comment 34 and re-issue the comment in part. Please expand on how the four companies
in the Peer Group were selected. For example, your disclosure notes that “the basis for which these companies were selected included
qualitative aspects that they demonstrated including a combination of comparable products, end-markets served, and platforms, amongst
other attributes.” Please expand on the specific attributes used to select the four entities in the Peer Group. Additionally, please
note if there were any entities considered for, but ultimately excluded from Peer Group. Finally, we note your statement that “The
median multiple of the selected companies were then applied to Syntec Optics 2024 projected results to determine the implied enterprise
value for Syntec Optics.” Please disclose the implied enterprise value for Syntec Optics that resulted from this analysis.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 107 of Amendment No. 3.

U.S.
Federal Income Tax Considerations, page 124

7.
We note your response to previous comment 35 and re-issue the comment in part. Please remove the reference to “certain” material
U.S. federal income tax considerations from the introductory language. The use of such terms in either the heading or the introductory
language may suggest that the author of the opinion may be omitting a material tax consequence. Additionally, the discussion of whether
the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code appears limited to a statement
regarding the intended tax treatment and the consequences of the tax treatment. Please revise the tax disclosure to express a conclusion
for each material federal tax consequence and the basis for such opinion. A description of the law does not satisfy the requirement to
provide an opinion on the material tax consequences of the transaction. Finally, we note that the opinion states that the Merger “should”
qualify as a reorganization rather than that it “will” qualify. Please revise your disclosure or opinion to explain why you
cannot give a “will” opinion and to describe the degree of uncertainty in the opinion. For guidance, refer to Staff Legal
Bulletin No. 19.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 125 of Amendment No. 3.

Management
of New Syntec Optics After the Business Combination, page 153

8.
We note your response to previous comment 38 and re-issue the comment. For each director nominee, please briefly discuss the specific
experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director of the Company.
Please refer to Item 401(e) of Regulation S-K.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 153 and 154 of Amendment No. 3.

Executive
and Director Compensation of Syntec Optics

Director
Compensation Table – Fiscal 2022, page 155

9.
We note your response to previous comment 47 regarding certain management fees paid to the majority stockholder for management services
provided to the Company. To the extent you do not believe Mr. Kapoor constitutes an executive officer for purposes of Item 402 of Regulation
S-K, please disclose these management fees in the Director Compensation Table. Please refer to Compliance Disclosure Interpretations,
Regulation SK, Interpretive Responses Regarding Particular Situations, Section 227.01.

Response:
We respectfully acknowledge the Staff’s comment. We have added the Director Compensation Table in response to the Staff’s
comment. Please see page 155.

Non-GAAP
Financial Measures, page 172

10.
We refer to our prior comments 43 and 44. Please tell us where you disclose what is included in your adjustment for nonrecurring items
and why you believe it is appropriate to exclude these items. Explain to us the nature of the nonrecurring costs and the transaction
costs and tell us why you refer to them as non-recurring when they are included in multiple periods.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 172 of Amendment No. 3. We have revised the disclosure to state what is included in the adjustment for nonrecurring items and
why we believe it is appropriate to exclude these items. For the avoidance of doubt, these costs will not be incurred by New Syntec Optics
following the Closing, despite having been recorded in multiple periods previously, thereby making them non-recurring costs.

Syntec
Optics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operations for the Years Ended December 31, 2022 and 2021, page 172

11.
We note your response to previous comment 45 and re-issue the comment in part. With respect to the 112.1% year-over-year decrease in
net income primarily due to higher costs, please note the primary drivers of the cost increases and if you expect them to be temporary
or permanent.

Response:
We respectfully acknowledge the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please
see page 171 of Amendment No. 3.

Syntec
Financial Statements for the Years Ended December 31, 2022 and 2021

Note
2. Revenue Recognition

Disaggregated
Revenues, page F-46

12.
We refer to our prior comment 49 noting that a significant amount of your revenues are related to products as shown in the table on page
F-46. Please revise to further breakdown your product sales by market as discussed elsewhere in the filing or tell us why you do not
believe this is appropriate.

Response:
We respectfully acknowledge the Staff’s comment. Syntec Optics’s chief operating decision maker (CODM) has not previously
reviewed product breakdown by end market. If the CODM begins to do so on a prospective basis, Syntec Optics will consider presentation
requirements under ASC 606.

Note
6. Loan to Stockholder, page F-47

13.
We refer to our prior comment 50. Please clarify if you wrote off the note and provide us with your basis for that accounting treatment,
including the authoritative literature upon which you relied.

Response: We
respectfully acknowledge the Staff’s comment. Syntec Optics did not write off the loan to the Stockholder. It was recognized
as a distribution to the stockholder, in accordance with the Syntec Optics’ Articles of Incorporation which allow for such
distributions, to comply with Section 402 of Sarbanes Oxley Act of 2002.

If
you have any questions regarding the Amendment No. 3, please contact Christopher Capuzzi by telephone at 212-596-9000 or via e-mail at
Christopher.Capuzzi@ropesgray.com and Al Kapoor via e-mail at akapoor@omnilitac.com.

Very
truly yours,

OMNILIT
ACQUISITION CORP.

    By:
    /s/
    Al Kapoor

    Name:
    Al
    Kapoor

    Title:
    Chairman
    and Chief Executive Officer

cc:

Christopher
Capuzzi, Partner, Ropes & Gray LLP

Robert
O. Nelson II, Chief Financial Officer, OmniLit Acquisition Corp.

Joseph
Mohr, Chief Executive Officer, Syntec Optics, Inc.

Christopher
Rodi, Partner, Woods Oviatt Gilman LLP

United States securities and exchange commission logo
August 4, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 12, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 8, 2023 letter.
Amendment No. 2 to Form S-4 filed July 12, 2023
Summary Historical Financial Information of Syntec Optics, page 37
1.Please revise to present the Statement of Operations and Statement of Cash Flows
separately.
The ability of OmniLit's public stockholders to exercise redemption rights with respect to a large
number of shares, page 56
2.We note your response to previous comment 4. Please revise to define the
communications and sensing end-markets.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 August 4, 2023 Page 2
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
August 4, 2023
Page 2

Sources and Uses for the Business Combination, page 93
3.Revise to include information as of a more recent practicable date.
Background of the Business Combination, page 104
4.We note your response to previous comment 29 and re-issue in part. Please revise to
include context for the development of the negotiations by explaining why Syntec
Optics was not included as a potential candidate during the initial evaluations conducted
during 2021 and early 2022.
The OmniLit Board and Special Committee's Reasons for the Approval of the Business
Combination, page 105
5.We note your response to previous comment 33. Please revise to clarify how in light of
the conflicts of interests, the Board recommended to approve the Business Combination.
Summary of OmniLit Financial Analysis, page 107
6.We note your revised disclosure in response to previous comment 34 and re-issue the
comment in part. Please expand on how the four companies in the Peer Group were
selected. For example, your disclosure notes that "the basis for which these companies
were selected included qualitative aspects that they demonstrated including a combination
of comparable products, end-markets served, and platforms, amongst other attributes."
Please expand on the specific attributes used to select the four entities in the Peer Group.
Additionally, please note if there were any entities considered for, but ultimately
excluded from Peer Group. Finally, we note your statement that "The median multiple of
the selected companies were then applied to Syntec Optics 2024 projected results to
determine the implied enterprise value for Syntec Optics." Please disclose the implied
enterprise value for Syntec Optics that resulted from this analysis.
U.S. Federal Income Tax Considerations, page 124
7.We note your response to previous comment 35 and re-issue the comment in part. Please
remove the reference to "certain" material U.S. federal income tax considerations from the
introductory language. The use of such terms in either the heading or the introductory
language may suggest that the author of the opinion may be omitting a material tax
consequence. Additionally, the discussion of whether the Merger will qualify as a
“reorganization” within the meaning of Section 368(a) of the Code appears limited to a
statement regarding the intended tax treatment and the consequences of the tax treatment.
Please revise the tax disclosure to express a conclusion for each material federal tax
consequence and the basis for such opinion. A description of the law does not satisfy the
requirement to provide an opinion on the material tax consequences of the transaction.
Finally, we note that the opinion states that the Merger “should” qualify as a

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 August 4, 2023 Page 3
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
August 4, 2023
Page 3
reorganization rather than that it “will” qualify. Please revise your disclosure or opinion to
explain why you cannot give a “will” opinion and to describe the degree of uncertainty in
the opinion. For guidance, refer to Staff Legal Bulletin No. 19.
Management of New Syntec Optics After the Business Combination, page 153
8.We note your response to previous comment 38 and re-issue the comment. For each
director nominee, please briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that such person should serve as a director of the
Company. Please refer to Item 401(e) of Regulation S-K.
Executive and Director Compensation of Syntec Optics
Director Compensation Table - Fiscal 2022, page 155
9.We note your response to previous comment 47 regarding certain management fees paid
to the majority stockholder for management services provided to the Company. To the
extent you do not believe Mr. Kapoor constitutes an executive officer for purposes of Item
402 of Regulation S-K, please disclose these management fees in the Director
Compensation Table. Please refer to Compliance Disclosure Interpretations, Regulation S-
K, Interpretive Responses Regarding Particular Situations, Section 227.01.
Non-GAAP Financial Measures, page 172
10.We refer to our prior comments 43 and 44. Please tell us where you disclose what is
included in your adjustment for nonrecurring items and why you believe it is appropriate
to exclude these items. Explain to us the nature of the nonrecurring costs and the
transaction costs and tell us why you refer to them as non-recurring when they are
included in multiple periods.
Syntec Optics' Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Years Ended December 31, 2022 and 2021, page 172
11.We note your response to previous comment 45 and re-issue the comment in part. With
respect to the 112.1% year-over-year decrease in net income primarily due to higher costs,
please note the primary drivers of the cost increases and if you expect them to be
temporary or permanent.
Syntec Financial Statements for the Years Ended December 31, 2022 and 2021
Note 2. Revenue Recognition
Disaggregated Revenues, page F-46
12.We refer to our prior comment 49 noting that a significant amount of your revenues
are related to products as shown in the table on page F-46. Please revise to further
breakdown your product sales by market as discussed elsewhere in the filing or tell us
why you do not believe this is appropriate.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 August 4, 2023 Page 4
 FirstName LastName
Al Kapoor
OmniLit Acquisition Corp.
August 4, 2023
Page 4
Note 6. Loan to Stockholder, page F-47
13.We refer to our prior comment 50. Please clarify if you wrote off the note and provide us
with your basis for that accounting treatment, including the authoritative literature upon
which you relied.
            You may contact Julie Sherman at 202-551-3640 or Brian Cascio at 202-551-3676 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Christopher J. Capuzzi. Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
June 8, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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

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 June 8, 2023 Page 2
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 2
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.
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.
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.
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.
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.
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

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result that you may elect not to comply with certain corporate governance requirements.
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.
Frequently Used Terms, page 1
9.Please clarify the definition of “Aggregate Fully Diluted Company Common Shares” as
used in the proxy statement.
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.
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 non-
redemption agreements and the nine month extension and how such events related to your
negotiation of a business combination.
Q: What are the interests of OmniLit's directors and officers in the Business Combination?, page
12
12.We note your statement that "[t]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.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 4
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 4
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.
Questions and Answers About the Proposals
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.

Questions and Answers About the Proposals
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.
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.
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.

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 June 8, 2023 Page 5
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 5
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.
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.
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
Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP
Proposal and the Adjournment Proposal requires the affirmative vote of holders of the
majority of the stockholders of OmniLit’s shares of common stock present at the annual
meeting and entitled to vote thereon. Revise the risk factor to clarify, if true, that you will
have sufficient stockholder approval to approve the Business Combination.
Risk Factors
Future resales of our outstanding securities, including the registration of securities for resale
under the Registration Rights Agreement, page 52
20.Please revise to quantify the number of shares that you may be required to register or are
subject to registration right agreements.
The rights of holders of OmniLit and Syntec Optics capital stock will change as a result of the
Business Combination., page 65
21.We note that the Second Amended and Restated Certificate of Incorporation will provide
for a classified board. Please include specific risk factor disclosure regarding the classified
board rather than a cross reference to the Comparison of Stockholders’ Rights.
Risk Factors
Risks Related to Ownership of New Syntec Optics' Common Stock
Insiders will continue to have substantial influence over New Syntec Optics after the Business

 FirstName LastNameAl Kapoor
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 June 8, 2023 Page 6
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 6
Combination, which could limit..., page 68
22.We note your statements that upon the consummation of the Business
Combination, "Sponsor will beneficially own approximately 12% of New Syntec Optics’
common stock outstanding, and New Syntec Optics’ executive officers, directors and their
affiliates as a group will beneficially own approximately 75% of New Syntec Optics’
common stock" and that "[a]s a result, these stockholders, if they act together, will be able
to influence New Syntec Optics’ management and affairs and all matters requiring
stockholder approval." The beneficial ownership table included on page 186 appears to
show Al Kapoor individually holding 74.45% of the New Syntec Optics Common Stock
and the second footnote to the table states that "Al Kapoor has voting and investment
discretion with respect to the shares held by OmniLit Sponsor LLC, and as such, he may
be deemed to have beneficial ownership of the Class B common stock held directly by
OmniLit Sponsor LLC." Please expand on the disclosure in this risk factor to note the
anticipated beneficial ownership of Mr. Kapoor individually in addition to New Syntec
Optics’ executive officers, directors and their affiliates as a group. To the extent Mr.
Kapoor will retain voting and investment discretion over the Sponsor's shares following
the Merger, please clearly disclose this and note the aggregate beneficial ownership
percentage. Similarly, please revise the statement suggesting the stockholders would need
to act together to influence corporate decisions as it appears Mr. Kapoor will hold a
majority of the outstanding shares.
Proposal No. 1 - The Business Combination Proposal
Sources and Uses for the Business Combination, page 94
23.W

United States securities and exchange commission logo
November 18, 2022
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road, Suite 500
Miami Beach, FL 33139
Re:OmniLit Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2022
File No. 001-41034
Dear Al Kapoor:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Christopher J. Capuzzi, Esq.

CORRESP
1
filename1.htm

OmniLit
Acquisition Corp.

1111 Lincoln Road, Suite 500

Miami Beach, FL 33139

(786)
750-2820

Date:
November 15, 2022

VIA
EDGAR

Office
of Real Estate & Construction

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

  Attention:
  Melanie
  Singh

  Maryse
  Mills-Apenteng

  Re:
  OmniLit
  Acquisition Corp.

  Preliminary
  Proxy Statement on Schedule 14A

  Filed
  November 9, 2022

  File
  No. 001-41034

Ladies & Gentlemen:

This
letter is in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission with respect to the above-referenced filing of OmniLit Acquisition Corp. (the “OmniLit”) set forth
in your letter, November 15, 2022.

In
order to facilitate your review of our response, we have restated the Staff’s comments in this letter. For your convenience, we
have also set forth our response to the Staff’s comment immediately below the corresponding comment.

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

Staff
Comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination
with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which
you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of
the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response:
OmniLit acknowledges the Staff comments and hereby represent to the staff that OmniLit’s sponsor is not a non-U.S. person,
is not controlled by a non-U.S. person, and does not have substantial ties with a non-U.S. person. Furthermore, we are of the view that
insofar as OmniLit’s sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and does not have substantial ties
with a non-U.S. person, the risks referred to in the staff’s comment do not represent material risks to the registrant or its shareholders,
and as a result no additional risk disclosure needs to be added to the definitive proxy materials.

We
hope that the foregoing has been responsive to the Staff’s comments. OmniLit needs to proceed with the filing and mailing of definitive
proxy materials as soon as possible. We would greatly appreciate anything you can do to expedite your review. If you have any questions
regarding this matter, please do not hesitate to contact Christopher J. Capuzzi at Ropes & Gray LLP at (212) 596 9575.

    Sincerely.

    /s/ Al Kapoor

    Name:
    Al
    Kapoor

    Title:

    Chief
    Executive Officer

United States securities and exchange commission logo
November 15, 2022
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road, Suite 500
Miami Beach, FL 33139
Re:OmniLit Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 9, 2022
File No. 001-41034
Dear Al Kapoor:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 9, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 November 15, 2022 Page 2
 FirstName LastName
Al Kapoor
OmniLit Acquisition Corp.
November 15, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Melanie Singh at 202-551-4074 or Maryse Mills-Apenteng at 202-551-
3457 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Christopher J. Capuzzi, Esq.

CORRESP
1
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OmniLit
Acquisition Corp.

1111
Lincoln Road, Suite 500

Miami
Beach, FL 33139

November
8, 2021

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    OmniLit
    Acquisition Corp.

    Registration
    Statement on Form S-1

    (File
    No. 333-260090)

Ladies
and Gentlemen:

In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, OmniLit Acquisition Corp., a Delaware
corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No.
333-260090) filed with the U.S. Securities and Exchange Commission on October 6, 2021, as amended, be accelerated so that the registration
statement becomes effective at 4:00 p.m. Eastern Time on Monday, November 8, 2021, or as soon thereafter as practicable.

If
you have any questions or comments, please contact Chris Murillo, Esq. of Harter Secrest & Emery LLP, counsel to the Registrant,
at (585) 231-1396.

    Very
    truly yours,

    OmniLit
    Acquisition Corp.

    By:
    /s/
    Al Kapoor

    Al
    Kapoor

    Chief
    Executive Officer

CORRESP
1
filename1.htm

November
8, 2021

VIA
EDGAR

Ronald
E. Alper

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

    Re:
    OmniLit
    Acquisition Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-260090

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
for itself and the several underwriters, hereby joins in the request of OmniLit Acquisition Corp. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Washington D.C. time, on November 8, 2021,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Harter Secrest & Emery LLP, request
by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, approximately 700
copies of the preliminary prospectus dated November 1, 2021 have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The
undersigned advises that the several underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

*
* *

[Signature
Page Follows]

    Very truly yours,

    Imperial Capital, LLC

    as representative of the several underwriters

    Imperial Capital, LLC

    By:

    /s/
    Peter Bennitt

    Name:
    Peter
    Bennitt

    Title:
    Managing
    Director

[Signature
Page to Underwriters’ Acceleration Request Letter]

CORRESP
1
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OmniLit
Acquisition Corp.

1111 Lincoln Road, Suite 500

Miami Beach, FL 33139

(786)
750-2820

Date:
October 6, 2021

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    OmniLit
    Acquisition Corp.

    Draft
    Registration Statement on Form S-1

    Submitted
    July 12, 2021

    CIK
    No. 0001866816

Ladies
& Gentlemen:

This
letter is in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission with respect to the above-referenced filing of OmniLit Acquisition Corp. (the “Company”) set forth
in your letter, dated July 28, 2021.

In
order to facilitate your review of our response, we have restated the Staff’s comments in this letter. For your convenience, we
have also set forth our response to the Staff’s comment immediately below the corresponding comment.

Draft
Registration Statement on Form S-1 submitted July 12, 2021

Capitalization
Table, page 77

 1. Staff
                                            Comment: We note that you are offering 15,000,000 Class A shares as part of your
                                            initial public offering of units, but footnote 2 suggests you will show less than all Class
                                            A shares subject to possible redemption in your Capitalization table. Please tell us how
                                            you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable
                                            for cash or other assets to be classified outside of permanent equity if they are redeemable
                                            (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of
                                            the holder, or (3) upon the occurrence of an event that is not solely within the control
                                            of the issuer, in concluding that all 15,000,000 Class A shares were not required to be presented
                                            outside of permanent equity and part of shares subject to possible redemption.

Response:
The Company acknowledges the Staff comments and advises the Staff that the Company concludes that it is certain that all of the
Class A Shares will be redeemed or become redeemable and no exceptions in ASC 480-10-S99-3A apply, the shares shall be classified within
temporary equity in the Company’s financial statements and are subject to the subsequent measurement guidance in ASC 480-10-S99-3A
until redemption features terminate.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions regarding this matter, please do
not hesitate to contact Christopher Murillo at Harter Secrest & Emery LLP at (585) 232-6500.

    Sincerely.

    /s/
    Al Kapoor

    Name:
    Al
    Kapoor

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
July 28, 2021
Al Kapoor
Chairman and Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road, Suite 500
Miami, FL 11797
Re:OmniLit Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 12, 2021
CIK No. 0001866816
Dear Mr. Kapoor:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your filed
registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted July 12, 2021
Capitalization Table, page 77
1.We note that you are offering 15,000,000 Class A shares as part of your initial public
offering of units, but footnote 2 suggests you will show less than all Class A shares
subject to possible redemption in your Capitalization table. Please tell us how you
considered the guidance in ASC 480-10-S99-3A, which requires securities that are
redeemable for cash or other assets to be classified outside of permanent equity if they are
redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the
option of the holder, or (3) upon the occurrence of an event that is not solely within the
control of the issuer, in concluding that all 15,000,000 Class A shares were not required to
be presented outside of permanent equity and part of shares subject to possible
redemption.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 July 28, 2021 Page 2
 FirstName LastName
Al Kapoor
OmniLit Acquisition Corp.
July 28, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of
the registration statement. Refer to Rules 460 and 461 regarding requests for acceleration.
            You may contact Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       C. Christopher Murillo