Syntec Optics, Inc. signed a letter of intent to acquire OmniLit Acquisition Corp. (NasdaqGM:OLIT) from a group of shareholders in a reverse merger transaction on December 18, 2022. Syntec Optics, Inc. entered into an agreement to acquire OmniLit Acquisition Corp. from a group of shareholders for approximately $890 million in a reverse merger transaction on May 9, 2023. The aggregate merger consideration to be received by equity holders of Syntec Optics as of immediately prior to the closing will be 31.6 million shares of Class A shares of OmniLit common stock. OmniLit will issue 26,000,000 additional shares of Common Stock (the ?Contingent Earnout?) to the Syntec Optics? existing stockholder. The Contingent Earnout shares will vest upon OmniLit Common Stock achieving the following stock trading price thresholds (the ?Contingent Earnout Trigger Price?) following the Closing: one-third (1/3rd) at $12.50 per share, one-third (1/3rd) at $14.00 per share, and one-third (1/3rd) at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). At the Closing, OmniLit shall issue up to 28,000,000 restricted stock units (the ?Earnout RSUs?) to the Company?s existing stockholders as of immediately prior to the Closing and to Management of the Surviving Corporation. It 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 84% (excluding the 26 million Contingent Earnout Shares) of New Syntec OpticsAt closing of the transaction, OmniLit will be renamed ?Syntec Optics Holdings, Inc.? Upon closing of the transaction, the combined entity will commence trading on the Nasdaq under the new ticker symbols ?OPTX? and ?OPTXW?.

The transaction is subject to approval of shareholders of OmniLit and Syntec Optics; the Registration Statement shall have become effective; the waiting period or periods under the HSR Act applicable to the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements shall have expired or been terminated; OmniLit shall have at least $5,000,001 of net tangible assets; the shares of OmniLit Post-Merger Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq. OmniLit Board and Special Committee of Independent Directors unanimously approved the transaction. OmniLit Board unanimously recommends that its stockholders vote for the merger. The transaction has been also approved by the board of directors of Syntec Optics. As of October 6, 2023, OmniLit?s registration statement on Form S-4 declared effective. As of October 31, 2023, OmniLit Acquisition Corp. announced that its shareholders voted to approve the previously announced business combination with Syntec Optics, Inc. ("Syntec Optics") at OLIT's Annual meeting of shareholders held today, October 31, 2023. The Nasdaq approval letter for listing was received on November 6, 2023 and the transaction is expected to complete on November 7, 2023.

The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to the Special Committee of OmniLit. Carl P. Marcellino and Christopher Capuzzi of Ropes & Gray LLP acted as legal advisors to OmniLit. Christopher Rodi of Woods Oviatt Gilman LLP acted as legal advisor to Syntec Optics, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company is the transfer agent to OmniLit. Morrow & Co., LLC is acting as the proxy solicitor for OmniLit for a fee of $5,000. Colonial Stock Transfer Co, Inc. acted as proxy solicitor to OmniLit for a fee of OmniLit for a fee of approximately $5,000 plus disbursements. OmniLit has agreed to pay Benchmark for their services in connection with the transaction an aggregate fee of $300,000, of which (a) $75,000 being paid to Benchmark upon the execution of the engagement letter among the parties, (b) $75,000 being paid to Benchmark upon the delivery of the opinion, and (c) an additional $150,000 being paid to Benchmark upon the earlier of (i) the closing of the transaction, or (ii) August 15, 2023.

Syntec Optics, Inc. completed the acquisition of OmniLit Acquisition Corp. (NasdaqGM:OLIT) from a group of shareholders in a reverse merger transaction on November 7, 2023.