Syntec Optics, Inc. completed the acquisition of OmniLit Acquisition Corp. from a group of shareholders in a reverse merger transaction.
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.