Business Context and Reporting Period
Registrant: OmniLit Acquisition Corp. (the request identifies Syntec Optics Holdings, Inc., but the filing names OmniLit Acquisition Corp. as the registrant). This Form 8-K was filed April 10, 2023, reporting events occurring April 3–6, 2023.
Key Financial and Capitalization Information
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
- After a voluntary conversion by OmniLit Sponsor LLC, the company reported 5,348,049 shares of Class A common stock and 791,667 shares of Class B common stock outstanding.
- On April 5, 2023, the sponsor converted 3,000,000 Class B shares into 3,000,000 Class A shares.
Material Changes and Listing Compliance
- Nasdaq notified the company on April 3, 2023 that it did not satisfy the Nasdaq Global Market requirement for at least $50 million of Market Value of Listed Securities.
- The company stated that 3,791,677 Class B shares were available for voluntary conversion into Class A shares to help achieve compliance.
- Nasdaq indicated on April 6 that the company should trade for at least 10 calendar days with a minimum $50 million Market Value of Listed Securities after conversion.
- The company also reported that it did not meet the $15 million minimum Market Value of Publicly Held Shares requirement and received a related notice of non-compliance on April 4.
- Nasdaq advised the company to consider transferring its securities to the Nasdaq Capital Market. The applicable rule provides a 180-calendar-day compliance period to regain compliance.
Outlook, Risks, and Unusual Items
The primary disclosed risk is potential loss of Nasdaq Global Market listing if the company cannot cure the Market Value of Listed Securities and publicly held shares deficiencies. The filing does not state whether the company submitted a transfer application, completed additional share conversions, or ultimately regained compliance.
Important Facts to Verify
- Whether the company met the $50 million Market Value of Listed Securities requirement after the stated trading period.
- Whether the company met the $15 million Market Value of Publicly Held Shares requirement or transferred to the Nasdaq Capital Market.
- The number and ownership of any additional Class B shares converted into Class A shares.
- Whether the filing relates to OmniLit Acquisition Corp. or a subsequent entity named Syntec Optics Holdings, Inc.