Filing summary
Entity and period: This is OmniLit Acquisition Corp.’s unaudited Form 10-Q for the quarter ended September 30, 2023—not an operating-company 10-Q filed under Syntec Optics Holdings, Inc. OmniLit was a shell SPAC seeking a business combination; the figures below are OmniLit’s and do not describe Syntec Optics’ standalone operating performance.
Financial results and liquidity
| Metric | Q3 2023 | Q3 2022 | Nine months 2023 | Nine months 2022 |
|---|---|---|---|---|
| Operating costs | $157,363 | $176,931 | $845,394 | $498,094 |
| Interest earned on Trust Account investments | $184,926 | $662,207 | $487,595 | $882,408 |
| Net income (loss) | $(12,101) | $336,890 | $(482,766) | $229,541 |
| Operating cash flow | Not presented for the quarter | Not presented for the quarter | $(532,469) | $(437,082) |
- OmniLit reported no operating revenue; it expected to generate operating revenue only after a business combination. Profitability and operating margins are therefore not meaningful for this SPAC.
- At September 30, 2023, cash outside the Trust Account was $325,098, and Trust Account investments were $14,453,546. Total assets were $14,816,772.
- Working capital was in deficit by $702,142, compared with a $143,626 surplus at December 31, 2022. Current liabilities were $1,144,842, including $694,941 owed under a non-interest-bearing Sponsor note and $370,427 in accounts payable and accrued offering costs.
- There was no reported long-term debt. A $500,000 deferred underwriting fee is payable from Trust Account funds only if a business combination is completed.
- Accumulated deficit was $1,115,009 and stockholders’ deficit was $1,114,530 at quarter-end. The filing does not provide a clear standalone measure of free cash flow.
Changes versus prior period
- For Q3, OmniLit moved from net income of $336,890 to a net loss of $12,101, chiefly as Trust Account interest fell from $662,207 to $184,926.
- For the first nine months, results changed from net income of $229,541 to a net loss of $482,766. Operating costs rose to $845,394 from $498,094, while Trust Account interest declined to $487,595 from $882,408.
- Cash outside the Trust Account increased to $325,098 from $117,506 at December 31, 2022, supported in part by $694,941 of Sponsor borrowing. Trust Account investments rose to $14,453,546 from $14,011,070.
- During 2023, the Sponsor converted 4,000,000 Class B shares into Class A shares without redemption rights.
Business combination, outlook and risks
- OmniLit entered into a merger agreement with Syntec Optics, Inc. on May 9, 2023. The proposed transaction contemplated 31.6 million shares for Syntec Optics’ equity holders, plus 26 million contingent earnout shares tied to post-closing share-price thresholds. Up to 2 million additional management earnout shares were tied to specified 2024 and 2025 revenue and adjusted EBITDA targets. These are transaction terms and targets, not reported results or guidance for Syntec Optics.
- Closing remained subject to conditions including OmniLit stockholder approval, SEC clearance, expiration or termination of applicable HSR waiting periods, and Nasdaq listing approval. The filing does not establish that the transaction closed.
- OmniLit intended to complete a business combination by November 12, 2023. Management said failure to complete the transaction, absent an extension, would require redemption of public shares and liquidation. The filing also contains differing descriptions of the combination-period extension and timing; confirm the operative deadline from subsequent filings.
- Management stated it expected available funds to cover operating needs, but also concluded that it would have insufficient working capital and borrowing capacity through the earlier of a business combination or one year from filing. The mandatory liquidation deadline raised substantial doubt about OmniLit’s ability to continue as a going concern; no liquidation adjustments were recorded.
- Disclosure controls and internal control over financial reporting were deemed ineffective because of a material weakness involving procedures for tax-provision reconciliation. Management described remediation steps, but their effectiveness had not been established in this report.
- The filing noted potential uncertainty from COVID-19 and the war in Ukraine, with specific financial effects not determinable. It reported no material litigation and no material change to previously disclosed risk factors beyond the control weakness.
Important facts to verify
- Confirm the intended filing and issuer: this document is OmniLit Acquisition Corp.’s SPAC 10-Q, not Syntec Optics Holdings, Inc.’s operating-company financial report.
- Check subsequent filings for whether the merger closed, the final transaction terms, redemption activity, and the operative liquidation deadline.
- Verify the status and repayment or conversion terms of the $694,941 Sponsor note and the availability of additional Sponsor support.
- Review whether the tax-control material weakness was remediated and whether later filings report any resulting financial-statement revisions.
- For Syntec Optics’ revenue, profit, cash flow, debt, liquidity, and outlook, obtain its own financial statements and the merger-related disclosures; this filing does not provide those operating-company metrics.