Business Context and Reporting Period
This Form 8-K was filed by OmniLit Acquisition Corp., a special purpose acquisition company (SPAC), rather than Syntec Optics Holdings, Inc. The filing reports events dated November 8 and November 12, 2021, including the effectiveness of its IPO registration statement, IPO closing, private warrant issuance, and related corporate agreements.
Key Financial and Capitalization Metrics
- IPO: 14,375,000 units sold at $10.00 per unit, generating gross proceeds of $143.75 million. The units included one Class A common share and one-half of a redeemable warrant.
- Over-allotment: The underwriters exercised their option in full for 1,875,000 additional units.
- Private placement: 6,920,500 warrants were sold for proceeds of $6.9205 million.
- Trust account: The company reported that $146.625 million of net IPO and private-placement proceeds had been deposited into a trust account for public shareholders as of November 12, 2021.
- Financial performance: The filing does not provide revenue, operating income, net income, cash flow, margins, debt, or liquidity metrics beyond the IPO, private-placement, and trust-account balances.
Material Changes and Corporate Actions
- The SEC declared the IPO registration statement effective on November 8, 2021.
- The company entered into underwriting, warrant, trust, registration-rights, private-placement, indemnity, and related agreements.
- The company filed an amended and restated certificate of incorporation in connection with the IPO.
- The private warrants were issued under the Securities Act Section 4(a)(2) exemption and are substantially identical to the public warrants.
Outlook, Risks, and Unusual Items
- The filing concerns a newly public SPAC and does not identify an operating business, completed business combination, revenue outlook, or earnings guidance.
- The trust-account funds are held for the benefit of public stockholders and are subject to the terms of the company’s organizational documents and business-combination process.
- Private-warrant purchasers agreed to transfer restrictions generally lasting until 30 days after completion of the company’s initial business combination, subject to limited exceptions.
- The filing states that an audited balance sheet as of November 12, 2021 would be filed within four business days; that balance sheet is not included in the provided text.
- There is an apparent inconsistency in the exhibit list: the body identifies Imperial Capital, LLC as the underwriter, while Exhibit 1.1 references Maxim Group LLC. The filing text does not clarify this discrepancy.
Investor Verification Items
- Verify the registrant’s identity and relationship, if any, to Syntec Optics Holdings, Inc.; the provided filing is for OmniLit Acquisition Corp.
- Review the subsequent audited balance sheet and reconciliation of gross proceeds, offering expenses, private-placement proceeds, and trust-account deposits.
- Confirm the applicable warrant exercise terms, redemption provisions, dilution effects, and transfer restrictions.
- Review the amended certificate of incorporation and trust agreement for shareholder redemption rights and deadlines for completing an initial business combination.
- Resolve the underwriter-name discrepancy between the filing narrative and Exhibit 1.1.