Business Context and Reporting Period
OmniLit Acquisition Corp. filed a Form 8-K dated February 6, 2023, reporting Nasdaq listing compliance and a conversion of Class B common stock into Class A common stock. The filing does not report operating results for Syntec Optics Holdings, Inc.; the registrant identified in the filing is OmniLit Acquisition Corp., a special purpose acquisition company.
Key Financial and Capitalization Information
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
- On January 31, 2023, OmniLit Sponsor LLC voluntarily converted 1,000,000 shares of Class B common stock into 1,000,000 shares of Class A common stock under the company’s charter.
- Following the conversion and the results of a referenced meeting, the company reported 2,348,049 shares of Class A common stock and 3,791,667 shares of Class B common stock outstanding.
- OmniLit Sponsor LLC remained the only beneficial owner holding 10% or more of the company, according to the filing.
Material Changes and Nasdaq Compliance
On February 1, 2023, Nasdaq notified the company that it appeared not to satisfy the requirement to maintain at least 1,100,000 publicly held shares for continued listing on the Nasdaq Global Market. The company responded on February 3, 2023, stating that it had 1,348,049 publicly held shares. On February 6, 2023, Nasdaq confirmed that the company complied with the applicable rule and closed the matter. No delisting action was reported.
Outlook, Risks, Contingencies, and Unusual Items
- The Nasdaq listing deficiency was resolved based on the company’s representation regarding its publicly held shares.
- The 1,000,000-share conversion changed the composition of the company’s common stock and affected the calculation of publicly held shares.
- The filing provides no financial guidance, operating outlook, liquidity forecast, debt update, or additional contingency information.
Investor Verification Items
- Verify the reported share counts and the effect of the Class B-to-Class A conversion on voting rights, dilution, and public float.
- Confirm the Nasdaq correspondence and continued listing status under the applicable public-share requirement.
- Review the referenced meeting results, which are not detailed in this filing.
- Reconcile this filing’s registrant, OmniLit Acquisition Corp., with any later transaction or filing involving Syntec Optics Holdings, Inc.