Syntec Optics (OPTX) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on October 5, 2023.

Registration No: 333-271822

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 7

to

FORM S-4/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OMNILIT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

OmniLit Acquisition Corp.

1111 Lincoln Road, Suite 500

Miami, FL 33139

(786) 750-2820

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Al Kapoor

Chief Executive Officer

OmniLit Acquisition Corp.

1111 Lincoln Road, Suite 500

Miami Beach, FL 33139

(786) 750-2820

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: ☐

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 5, 2023

PROXY STATEMENT FOR

ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF

OMNILIT ACQUISITION CORP.

PROSPECTUS FOR

68,513,687 SHARES OF COMMON STOCK OF OMNILIT ACQUISITION CORP., WHICH WILL BE RENAMED “SYNTEC OPTICS HOLDINGS, INC.”

IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

The board of directors (the “Board”) of OmniLit Acquisition Corp., a Delaware corporation (“OmniLit”, “we”, “our” or the “Company”), and the special committee of independent directors (the “Special Committee”) have unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated May 9, 2023, (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Optics Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of OmniLit (“Merger Sub”), and Syntec Optics, Inc., a Delaware corporation (“Syntec Optics”), a copy of which is attached to this proxy statement/prospectus as Annex A. As used in this proxy statement/prospectus, “Syntec Optics Holdings, Inc.” (“New Syntec Optics”) refers to OmniLit after giving effect to the Business Combination. As described in this proxy statement/ prospectus, OmniLit’s stockholders are being asked to consider a vote upon the Business Combination, among other items.

Since the Company’s IPO on November 12, 2021, optics- and photonics-focused OmniLit issued one Indication of Interest (“IOI”), issued and pursued seven Letters of Intent, signed two Letters of Intent for a potential merger, and signed and entered into one Business Combination Agreement with Syntec Optics. Unlike the seven previously considered merger candidates, a business combination with Syntec Optics was not conditioned on any cash at close, due to (i) Syntec Optics having positive aggregate cash flow for over two decades, (ii) Syntec Optics stockholders having previously invested capital in resources that are now available for organic growth, and (iii) there being no cash at close distribution requirement (for the avoidance of doubt, meaning no cash distribution to Syntec Optics stockholders) at Closing to Syntec Optics stockholders (the “Closing”).

Syntec Optics was formed more than two decades ago from the aggregation of three advanced manufacturing companies (Wordingham Machine Co., Inc., Rochester Tool and Mold, Inc. and Syntec Technologies, Inc.) that were started in the 1980s. In 2000, Syntec Technologies, Inc created the “doing business as” name of Syntec Optics and the aforementioned three companies operated under common control. Rochester Tool and Mold, Inc. became a wholly owned subsidiary of Syntec Technologies, Inc. in 2000. In 2018 Wordingham Machine Co. Inc became a wholly owned subsidiary. The three companies legally merged in December 2022 as Syntec Optics, Inc. Syntec Optics’ mission is to provide a U.S.-based scalable unifying platform of optics and photonics manufacturing that keeps American soldiers from harm’s way, offers doctors technology tools for patient care, and delivers photonics-enabled consumer precision.

Syntec Optics serves the end-markets of defense, biomedical, and consumer, and we believe these well-established markets together to be acyclical based upon the demonstrated consistency of revenue even in times of economic headwinds. We believe the consistency of revenues over the past decade of operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, are our bases that these markets are acyclical. Syntec Optics offers low cost and low weight in head mounted equipment for US defense. Reduction of weight is very important for the well-being of soldiers. Syntec Optics’ added biocompatibility is critical for biomedical applications, and its overall precision plays a role in consumer safety and efficiency. Syntec Optics has created a competitive advantage through advanced manufacturing and vertical and horizontal integration, and it participates mostly in mission critical applications that have long product cycles. Syntec Optics plans to further consolidate the fragmented photonics industry by expanding our portfolio of our existing, U.S.-based, advanced manufacturing processes of making thin-film coated glass, crystal, or polymer components and their housings, which are ultimately assembled into high-performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to grow to the new end markets of communications and sensing. The anticipated timeline of entering the communications end market is 2023, as Syntec Optics has been prototyping products during Q1 and Q2 and anticipates entering the production phase by the latter half of the year. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (NIST) funded research and development project for the sensing end market.

In connection with the Business Combination, outstanding units, shares and warrants of OmniLit will be automatically canceled and extinguished and converted into shares and warrants of New Syntec Optics that are expected to be listed on Nasdaq under the new ticker symbols “OPTX” and “OPTXW,” in each case in accordance with the terms of the Business Combination Agreement. The consummation of the Business Combination is contingent upon approval from Nasdaq of the listing of the common stock and warrants, and these conditions are not waivable.

As a result of and upon the Closing, among other things, all shares of Syntec Optics common stock outstanding as of immediately prior to the Closing, will be cancelled in exchange for the right to receive shares of New Syntec Optics common stock. Based on Syntec Optics’ outstanding shares as of December 31, 2022, at Closing, approximately 31,600,000 Class A shares of the Aggregate Merger Consideration will be issued to holders of outstanding Syntec Optics common stock.

This proxy statement/prospectus relates to the registration of 68,513,687 shares of New Syntec Optics common stock which includes (i) 37,739,716 shares of New Syntec Optics common stock, (ii) 2,000,000 shares of New Syntec Optics common stock which may be issued as Performance-based Earnout RSU Shares (as defined below) or incentive equity grants for the management team of New Syntec Optics, (iii) 26,000,000 shares for New Syntec Optics common stock which may be issued as Contingent Earnout RSU Shares (as defined below) for stockholders of Syntec Optics (together with the Earnout RSU Shares, the “Earnout Shares”), in each case, as further described in the section entitled “Proposal No. 1 — The Business Combination Proposal”, and (iv) 2,773,971 shares of New Syntec Optics common stock which may be issued as Incentive Plan Shares (as defined below), in each case, as further described in the section entitled “Proposal No. 4 — The Incentive Plan Proposal.”

In the first three years following the Business Combination, the management team of New Syntec Optics, will have the right to receive, subject to achieving specified milestones, up to an aggregate of 2,000,000 additional shares of New Syntec Optics common stock, which are to be issued as restricted stock units or incentive equity grants. These performance-based earnout shares and Earnout RSUs would be received, or vest based on achieving the following performance thresholds following the Closing: one-half upon achieving performance targets based on 2024 audited financial statements, and the other one-half upon achieving performance targets based on the 2025 audited financial statement (such shares, together, the “Performance-based Earnout Shares”). The Sponsor and its affiliates are not eligible to receive Performance-based Earnout Shares. In addition, Stockholders of Syntec Optics will have the right to receive, subject to achieving specified milestones, up to an aggregate of 26,000,000 additional shares of New Syntec Optics Common Stock contingent upon achieving certain stock trading price thresholds within five years of closing (such shares, together, the “Contingent Earnout Shares”). An affiliate of the Sponsor, Mr. Kapoor, is the majority stockholder of Syntec Optics, and is eligible to receive up to 23,114,000 Contingent Earnout Shares, with an implied estimated value $158.8 million.

When you consider the recommendation of these proposals by the OmniLit Board, you should keep in mind that the Sponsor and OmniLit’s directors and executive officers have interests in the business combination that are different from, or in addition to, OmniLit stockholders, including that Al Kapoor, OmniLit’s Chief Executive Officer and Chairman, is the Chairman and majority stockholder of Syntec Optics. An affiliate of the Sponsor, Mr. Kapoor, has an 88.9% ownership percentage of Syntec Optics worth an approximate interest of $280.9 million. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. As of December 31, 2022, a total of 4,791,667 shares of OmniLit’s common stock are owned by the Sponsor, OmniLit’s directors and executive officers, and signees of Non-Redemption Agreements in connection with the special meeting held on December 21, 2022 (“2022 Special Meeting”). The Non-Redemption Agreements in connection to the 2022 Special Meeting do not prevent the signees from redeeming their Class A shares in connection with the Business Combination.

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 26,000,000 Contingent Earnout Shares) of New Syntec Optics. These levels of ownership interest: (a) exclude the impact of the redemption of OmniLit public shares on the funds in OmniLit’s trust account, (b) assume that no shares are issued pursuant to the New Syntec Optics 2023 Incentive Plan and (c) assume no exercise of OmniLit public warrants and OmniLit private placement warrants.

Upon the consummation of the business combination, New Syntec Optics will be a “controlled company” within the meaning of the Nasdaq corporate governance rules because it is expected that Mr. Kapoor will beneficially own more than 50% of the total voting power of all issued and outstanding New Syntec Optics Class A Shares immediately following the consummation of the Business Combination. Under the Nasdaq corporate governance rules, New Syntec Optics may elect not to comply with certain corporate governance rules, including the requirements (1) that a majority of the New Syntec Optics’ Board must consist of independent directors, (2) that New Syntec’s director nominees must be selected or recommended to the Board solely by independent directors or by a nominations committee that is comprised entirely of independent directors and (3) that the New Syntec Optics’ Board must have a compensation committee that is comprised entirely of independent directors.

The Sponsor and its affiliates have provided the entirety of the at-risk capital, which as of June 30, 2023, was approximately $6.2 million. The Sponsor and its affiliates currently hold 4,791,667 Founder Shares, with an estimated implied value of $47.9 million at $10.00 per share, 6,201,750 private warrants, with an estimated implied value of $0.3 million. As of June 30, 2023, the Sponsor and its affiliates have a loan extended to OmniLit in the amount of $694,941. There are no other fees due, nor out-of-pocket expenses for which the Sponsor and its affiliates are awaiting reimbursement. 

OmniLit’s units, common stock and public warrants are currently listed on the Nasdaq Global Market (the “Nasdaq”) under the symbols “OLITU,” “OLIT” and “OLITW,” respectively. On January 24, 2022, each of OmniLit’s units were able to be separated into its components consisting of one share of OmniLit common stock and one-half of one public warrant to purchase one share of OmniLit common stock.

This proxy statement/prospectus provides stockholders of OmniLit with detailed information about the proposed business combination and other matters to be considered at the annual meeting of OmniLit. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding the proposals by the OmniLit Board of Directors, you should keep in mind that the Sponsor and OmniLit’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, OmniLit stockholders. For instance, the Sponsor and OmniLit’s officers and directors will benefit from the completion of the business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating OmniLit. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/ PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated October 5, 2023, and

is first being mailed to OmniLit’s stockholders on or about October 9, 2023.

HOW TO OBTAIN ADDITIONAL INFORMATION

The proxy statement/prospectus incorporates important business and financial information about OmniLit that is not included within or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by OmniLit with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Colonial Stock Transfer Co, Inc.

7840 S 700 E

Sandy, UT 84070

Tel.: (801) 355-5740

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than October 26, 2023. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about OmniLit and Syntec Optics. You should rely only on the information contained in the proxy statement/prospectus in deciding how to vote on the Business Combination. Neither OmniLit nor Syntec Optics has authorized anyone to give any information or to make any representations other than those contained in the proxy statement/prospectus. Do not rely upon any information or representations made outside of the proxy statement/prospectus. The information contained in the proxy statement/prospectus may change after the date of the proxy statement/prospectus. Do not assume after the date of the proxy statement/prospectus that the information contained in the proxy statement/prospectus is still correct.

OMNILIT ACQUISITION CORP.

1111 LINCOLN STREET, SUITE 500 MIAMI BEACH, FL 33139

Dear OmniLit Acquisition Corp. Stockholders,

On behalf of the board of directors (the “OmniLit Board”) and the special committee of the OmniLit Board (the “Special Committee”) of OmniLit Acquisition Corp., a Delaware corporation (“OmniLit”, “we” or “our”), we cordially invite you to an annual and special meeting (the “annual meeting”) of stockholders of OmniLit, which will be held on October 31, 2023. The annual meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the annual meeting by visiting https://www.colonialstock.com/omnilitacquisition and entering your control number as further explained in the accompanying proxy statement/prospectus.

The OmniLit Board and Special Committee have unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated May 9, 2023, (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among OmniLit, Optics Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of OmniLit (“Merger Sub”), and Syntec Optics, Inc., a Delaware corporation (“Syntec Optics”), a copy of which is attached to this proxy statement/prospectus as Annex A.

Since the Company’s IPO on November 12, 2021, optics- and photonics-focused OmniLit issued one Indication of Interest (“IOI”), issued and pursued seven Letters of Intent, signed two Letters of Intent for a potential merger, and signed and entered into one Business Combination Agreement with Syntec Optics. Unlike the seven previously considered merger candidates, a business combination with Syntec Optics was not conditioned on any cash at the closing of the Business Combination (the “Closing”), due to (i) Syntec Optics having had positive aggregate cash flow for over two decades, (ii) Syntec Optics’ stockholders having previously invested capital in resources that are now available for organic growth, and (iii) Syntec Optics’ stockholders having no distribution requirements at the Closing.

Syntec Optics was formed more than two decades ago from an aggregation of three advanced manufacturing companies that were started in the 1980s (Wordingham Machine Co., Inc., Rochester Tool and Mold, Inc., and Syntec Technologies, Inc.). Syntec Optics’ mission is to provide a U.S.-based scalable unifying platform of optics and photonics manufacturing that keeps American soldiers from harm’s way, offers doctors technology tools for patient care, and delivers photonics enabled consumer precision. Syntec Optics serves the end-markets of defense, biomedical, and consumer, and we believe these well-established markets together to be acyclical because Syntec Optics has had positive aggregate cash flow for the past decade in spite of economic downturns. We believe the consistency of revenues over the past decade of operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, are our bases that these markets are acyclical. Syntec Optics has created competitive advantage through advanced manufacturing and vertical and horizontal integration, and it participates in mission critical applications that have long product cycles. Syntec Optics is expanding into new end-markets like communications and sensing.

Syntec Optics is an affiliate of the Sponsor. Al Kapoor, who serves as OmniLit’s Chief Executive Officer and Chairman and as the Sponsor’s Manager, is the Chairman and majority stockholder of Syntec Optics. In accordance with our prospectus for the IPO dated November 12, 2021, the Benchmark Company, LLC, an independent investment banking firm that is a member of FINRA, has confirmed that the consideration to be paid in the business combination is fair to OmniLit’s unaffiliated stockholders from a financial point of view.

As described in this proxy statement/prospectus, OmniLit’s stockholders are being asked to consider a vote upon the Business Combination, among other items. As used in this proxy statement/prospectus, “New Syntec Optics” refers to OmniLit after giving effect to the Business Combination.

On the Closing Date, Merger Sub will merge with and into Syntec Optics (the “Merger”), with Syntec Optics as the surviving corporation in the Merger and, after giving effect to the Merger, Syntec Optics will be a wholly owned subsidiary of OmniLit (the time that the Merger becomes effective being referred to as the “Effective Time”).

As a result of and upon the Closing, among other things, all shares of Syntec Optics common stock outstanding as of immediately prior to the Closing, will be cancelled in exchange for the right to receive shares of New Syntec Optics common stock. Based on Syntec Optics’ outstanding shares as of December 31, 2022, at Closing, approximately 31,600,000 Class A shares of the Aggregate Merger Consideration will be issued to holders of outstanding Syntec Optics common stock. As a result of and upon the Closing, among other things, all shares of Syntec Optics common stock outstanding as of immediately prior to the Closing, will be cancelled in exchange for the right to receive shares of New Syntec Optics common stock. Based on Syntec Optics’ outstanding shares as of December 31, 2022, at Closing, approximately 31,600,000 shares of the Aggregate Merger Consideration will be issued to holders of outstanding Syntec Optics common stock. These shares will be designated as Class A common stock.

This proxy statement/prospectus relates to the registration of 68,513,687 shares of New Syntec Optics common stock which includes (i) 37,739,716 shares of New Syntec Optics common stock, (ii) 2,000,000 shares of New Syntec Optics common stock which may be issued as Performance-based Earnout RSU Shares or incentive equity grants for the management team of New Syntec Optics (as defined below) (iii) 26,000,000 shares for New Syntec Optics common stock which may be issued as Contingent Earnout RSU Shares to stockholders of Syntec Optics (as defined below), in each case, as further described in the section entitled “Proposal No. 1 — The Business Combination Proposal”, and (iv) 2,773,971 shares of New Syntec Optics common stock which may be issued as 2023 Incentive Plan Shares (as defined below), in each case, as further described in the section entitled “Proposal No. 4 — The Incentive Plan Proposal.”

In the first three years following the Business Combination, the management team of New Syntec Optics, will have the right to receive, subject to achieving specified milestones, up to an aggregate of 2,000,000 additional shares of New Syntec Optics common stock in two halves: one-half upon achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 audited financial statements, and the other one-half at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 audited financial statement (such shares, together, the “Performance-based Earnout Shares”). Stockholders of Syntec Optics will have the right to receive, subject to achieving specified milestones, up to an aggregate of 26,000,000 additional shares of New Syntec Optics common stock contingent upon New Syntec Optics Common Stock achieving certain stock trading price thresholds. An affiliate of the Sponsor, Mr. Kapoor, is the majority stockholder of Syntec Optics, and is eligible to receive up to 23,114,000 Contingent Earnout Shares, with an implied estimated value $158.8 million.

At the annual meeting, OmniLit stockholders will be asked to consider and vote upon:

(1) Proposal No. 1 — To consider and vote upon a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus — we refer to this proposal as the “Business Combination Proposal”;

(2) Proposal No. 2 — To consider and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved, the second amended and restated certificate of incorporation of OmniLit in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “Charter Proposal”;

(3) Proposal No. 3 — To consider and vote upon a proposal, for purposes of complying with the applicable Nasdaq rules, to approve the issuance of shares of OmniLit’s common stock in connection with the Business Combination, including, without limitation, the Aggregate Merger Consideration, the Earnout RSUs, assuming the Business Combination Proposal and the Charter Proposal are approved, for purposes of complying with the applicable Nasdaq rules — we refer to this proposal as the “Nasdaq Proposal”;

(4) Proposal No. 4 — To consider and vote on a proposal to approve and adopt, assuming the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are approved, for purposes of complying with the applicable Nasdaq rules, the OmniLit Combination 2023 Equity Incentive Plan (the “2023 Incentive Plan”) — we refer to this proposal as the “Incentive Plan Proposal.” A copy of the 2023 Incentive Plan is attached to the accompanying proxy statement/ prospectus as Annex F;

(5) Proposal No. 5 — To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are approved, the Syntec Optics, Inc. 2023 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP — we refer to this proposal as the “ESPP Proposal”;

(6) Proposal No. 6 — To consider and vote upon a proposal to elect seven (7) directors who will serve as directors of New Syntec Optics until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal — we refer to this proposal as the “Director Election Proposal”; and

(7) Proposal No. 7 — To consider and vote upon a proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, the ESPP Proposal or the Director Election Proposal — we refer to this proposal as the “Adjournment Proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of OmniLit common stock at the close of business on October 6, 2023 are entitled to notice of the annual meeting and to vote and have their votes counted at the annual meeting and any adjournments or postponements thereof.

After careful consideration, the OmniLit Board and Special Committee of Independent Directors (the “Special Committee”) has determined that the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal are fair to and in the best interests of OmniLit and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the OmniLit Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of OmniLit stockholders generally, including that Al Kapoor, OmniLit’s Chief Executive Officer and Chairman, is the Chairman and majority stockholder of Syntec Optics. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The OmniLit Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the OmniLit stockholders that they vote in favor of the proposals presented at the annual meeting.

As of December 31, 2022, a total of 4,791,667 shares of OmniLit’s common stock are owned by the Sponsor, OmniLit’s directors and executive officers, and signees of Non-Redemption Agreements in connection with the special meeting held on December 21, 2022 (“2022 Special Meeting”). The Non-Redemption Agreements in connection to the 2022 Special Meeting do not prevent the signees from redeeming their Class A shares in connection with the Business Combination.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal. If any of those proposals are not approved, we will not consummate the Business Combination.

All OmniLit stockholders are cordially invited to virtually attend the annual meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the annual meeting (or any adjournment or postponement thereof). To ensure your representation at the annual meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote, obtain a proxy from your broker or bank.

OmniLit’s units, common stock and public warrants are currently listed on Nasdaq Capital Market (the “Nasdaq”) under the symbols “OLITU,” “OLIT” and “OLITW,” respectively. OmniLit will apply for listing, to be effective at the time of the Business Combination, of New Syntec Optics common stock and public warrants on Nasdaq under the proposed symbols “OPTX” and “OPTXW,” respectively. The consummation of the Business Combination is contingent upon approval from Nasdaq of the listing of the common stock and warrants, and these conditions are not waivable. It is a condition of the consummation of the Business Combination that OmniLit receive confirmation from Nasdaq that New Syntec Optics has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that OmniLit will obtain such confirmation from Nasdaq.

Pursuant to OmniLit’s current certificate of incorporation, a holder of public shares may demand that OmniLit redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that OmniLit redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their stock to the Transfer Agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. If a holder of public shares properly demands redemption and votes for or against the Business Combination Proposal, OmniLit will redeem each public share for a full pro rata portion of the trust account (as defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination.

OmniLit is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the annual meeting of OmniLit’s stockholders. We encourage you to carefully read the entire document, including the Annexes attached thereto. You should also carefully consider the risk factors described in section entitled “Risk Factors” beginning on page 41.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the merits or fairness of the Business Combination or related transactions, or passed upon the accuracy or adequacy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO OMNILIT’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE ORIGINALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE ANNUAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL OWNER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO OMNILIT’S TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO OMNILIT’S TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “ANNUAL MEETING OF OMNILIT STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

The accompanying proxy statement/prospectus is dated October 5, 2023 and is first being mailed to OmniLit stockholders on or about October 9, 2023.

OMNILIT ACQUISITION CORP.

1111 LINCOLN ROAD, SUITE 500

MIAMI BEACH, FL 33139

NOTICE OF

ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 31, 2023

TO THE STOCKHOLDERS OF OMNILIT ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “annual meeting”) of stockholders of OmniLit Acquisition Corp., a Delaware corporation (“OmniLit”, “we” or “our”), will be held on October 31, 2023. The annual meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the annual meeting by visiting https://www.colonialstock.com/omnilitacquisition and entering your control number as further explained in the accompanying proxy statement/prospectus.

On behalf of OmniLit’s board of directors (the “OmniLit Board”), you are cordially invited to attend the annual meeting, to conduct the following business items:

(1) Proposal No. 1 — To consider and vote upon a proposal to approve the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated May 9, 2023, (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among OmniLit, Optics Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of OmniLit (“Merger Sub”), and Syntec Optics Inc., a Delaware corporation (“Syntec Optics”), a copy of which is attached to this proxy statement/prospectus as Annex A, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus — we refer to this proposal as the “Business Combination Proposal”;

(2) Proposal No. 2 — To consider and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved, the second amended and restated certificate of incorporation of OmniLit in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “Charter Proposal”;

(3) Proposal No. 3 — To consider and vote upon a proposal, for purposes of complying with the applicable Nasdaq rules, to approve the issuance of shares of OmniLit’s common stock in connection with the Business Combination, including, without limitation, the Aggregate Merger Consideration and, the Earnout Shares, assuming the Business Combination Proposal and the Charter Proposal are approved, for purposes of complying with the applicable Nasdaq rules — we refer to this proposal as the “Nasdaq Proposal”;

(4) Proposal No. 4 — To consider and vote on a proposal to approve and adopt, assuming the Business Combination Proposal, the Charter Proposal and the Nasdaq Approval are approved, for purposes of complying with the applicable Nasdaq rules, the New Syntec Optics 2023 Incentive Plan (the “2023 Incentive Plan”) — we refer to this proposal as the “Incentive Plan Proposal.” A copy of the 2023 Incentive Plan is attached to the accompanying proxy statement/ prospectus as Annex F;

(5) Proposal No. 5 — To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are approved, the New Syntec Optics Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP — we refer to this proposal as the “ESPP Proposal”;

(6) Proposal No. 6 — To consider and vote upon a proposal to elect seven (7) directors who will serve as directors of New Syntec Optics until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal — we refer to this proposal as the “Director Election Proposal”; and

(7) Proposal No. 7 — To consider and vote upon a proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal — we refer to this proposal as the “Adjournment Proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of OmniLit common stock at the close of business on October 6, 2023 are entitled to notice of the annual meeting and to vote and have their votes counted at the annual meeting and any adjournments or postponements thereof.

After careful consideration, the OmniLit Board and the Special Committee have determined that the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal are fair to and in the best interests of OmniLit and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the OmniLit Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of OmniLit stockholders generally, including that Al Kapoor, OmniLit’s Chief Executive Officer and Chairman, is the Chairman and majority stockholder of Syntec Optics. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The OmniLit Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the OmniLit stockholders that they vote in favor of the proposals presented at the annual meeting.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal. If any of those proposals are not approved, we will not consummate the Business Combination.

At the Effective Time, each OmniLit Class A Share that is outstanding immediately before the Effective Time (other than treasury shares) will be automatically canceled and extinguished and converted into one New Syntec Optics Common Share and each warrant to purchase OmniLit Class A Shares (the “OmniLit Warrants”) that are outstanding immediately before the Effective Time will be converted automatically into the right to acquire New Syntec Optics Common Shares on the terms and subject to the conditions set forth in the Warrant Agreement, dated as of November 8, 2021, by and between OmniLit and the Continental Stock Transfer & Trust Company.

As of December 31, 2022, there was approximately $14 million in the Trust Account, which OmniLit intends to use for the purposes of consummating the Business Combination and to pay $500,000 in deferred underwriting commissions to the underwriters of OmniLit’s initial public offering. Each redemption of OmniLit Class A Shares by its public stockholders will decrease the amount in the Trust Account. OmniLit will not consummate the Business Combination if the redemption of OmniLit Class A Shares would result in OmniLit’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) immediately prior to or upon the consummation of the Business Combination.

All OmniLit stockholders are cordially invited to virtually attend the annual meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the annual meeting (or any adjournment or postponement thereof). To ensure your representation at the annual meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote, obtain a proxy from your broker or bank.

OmniLit’s units, common stock and public warrants are currently listed on Nasdaq Capital Market (the “Nasdaq”) under the symbols “OLITU,” “OLIT” and “OLITW,” respectively. OmniLit will apply for listing, to be effective at the time of the Business Combination, of New Syntec Optics common stock and public warrants on Nasdaq under the proposed symbols “OPTX” and “OPTXW,” respectively. The consummation of the Business Combination is contingent upon approval from Nasdaq of the listing of the common stock and warrants, and these conditions are not waivable. It is a condition of the consummation of the Business Combination that OmniLit receive confirmation from Nasdaq that New Syntec Optics has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that OmniLit will obtain such confirmation from Nasdaq.

Pursuant to OmniLit’s current certificate of incorporation, a holder of public shares may demand that OmniLit redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that OmniLit redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their stock to OmniLit’s transfer agent prior to the vote at the meeting. If the Business Combination is not completed, these shares will not be redeemed. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to OmniLit’s transfer agent in order to validly redeem his, her or its shares. If a holder of public shares properly demands redemption and votes for or against the Business Combination Proposal, OmniLit will redeem each public share for a full pro rata portion of the trust account (as defined in the accompanying proxy statement/prospectus), calculated as of two business days prior to the consummation of the business combination.

Upon the consummation of the business combination, New Syntec Optics will be a “controlled company” within the meaning of the Nasdaq corporate governance rules because it is expected that Mr. Kapoor will beneficially own more than 50% of the total voting power of all issued and outstanding New Syntec Optics Class A Shares immediately following the consummation of the Business Combination. Under the Nasdaq corporate governance rules, New Syntec may elect not to comply with certain corporate governance rules, including the requirements (1) that a majority of the New Syntec’s board of directors must consist of independent directors, (2) New Syntec’s director nominees must be selected or recommended to the board of directors solely by independent directors or by a nominations committee that is comprised entirely of independent directors and (3) that the New Syntec Optics’ Board must have a compensation committee that is comprised entirely of independent directors.

All OmniLit stockholders are cordially invited to virtually attend the annual meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the annual meeting (or any adjournment or postponement thereof). To ensure your representation at the annual meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the annual meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the annual meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE OMNILIT REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OMNILIT’S TRANSFER AGENT AT LEAST TWO

(2) BUSINESS DAYS PRIOR TO THE ORIGINALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE ANNUAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL OWNER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO OMNILIT’S TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO OMNILIT’S TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “ANNUAL MEETING OF OMNILIT STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

“2023 Incentive Plan” are to the 2023 Equity Incentive Plan to be adopted by Syntec Optics prior to the Closing;

“Aggregate Fully Diluted Company Common Shares” are to, without duplication, (a) the aggregate number of shares of Syntec Optics, Inc. Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (after giving effect to the conversion of all shares of preferred stock of the Company to common stock of the Company immediately prior to the Effective Time), (ii) issuable upon, or subject to, the settlement of Company options (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) subject to restricted stock awards (whether or not then vested) that are outstanding immediately prior to the Effective Time, minus (b) the Treasury Shares outstanding immediately prior to the Effective Time, if any; provided that the calculation of Aggregate Fully Diluted Company Common Shares shall not include any shares of Company Common Stock subject to Company options or restricted stock awards that are first granted after the date of this Agreement, unless (x) the Company had, on or prior to the date of this Agreement, committed in writing to grant such Company options or restricted stock awards and (y) the holder of such promised Company options or restricted stock awards commences employment with the Company on or prior to the date of this Agreement;

“Aggregate Merger Consideration” are to (i) $325,000,000, minus (ii) the Syntec Optics Net Debt Amount, each calculated as set forth in the Company Certificate or, if applicable, the Revised Company Certificate;

“Business Combination” are to the Merger, together with the other transactions contemplated by the Business Combination Agreement and the related agreements;

“Business Combination Agreement” are to that certain Agreement and Plan of Merger, dated as of May 9, 2023, by and among OmniLit, Optics Merger Sub, Inc., and Syntec Optics, as it may be amended, supplemented or otherwise modified from time to time;

“Change of control” are to any transaction or series of transactions (a) following which any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind (each of the foregoing, a “Person”) or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons (other than New Syntec Optics, the Surviving Corporation or any of their respective subsidiaries), has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of or economic rights or interests in New Syntec Optics, the Surviving Corporation or any of their respective subsidiaries, (b) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (i) the members of the New Syntec Optics Board or the Surviving Corporation immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent thereof or (ii) the voting securities of New Syntec Optics, the Surviving Corporation or any of their respective subsidiaries immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the result of which is a sale of all or substantially all of the assets of New Syntec Optics or the Surviving Corporation to any Person;

“Charter Amendment” means the amendment filed with the Secretary of State of the State of Delaware on December 21, 2022, to provide OmniLit’s officers, directors, and initial stockholders (collectively, the “Insiders”) the ability to extend the date by which OmniLit must complete a business combination up to November 12, 2023.

“Closing” are to the consummation of the Business Combination;

“Closing Date” are to the date on which the Business Combination is consummated;

“Completion window” are to the period following the completion of the OmniLit IPO at the end of which, if OmniLit has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to (a) the aggregate amount then on deposit in the trust account, including interest earned and not previously released to us for OmniLit’s working capital requirements as well as to pay OmniLit’s taxes, divided by (b) the number of then-outstanding public shares, subject to applicable law and certain conditions. The completion window ends on November 12, 2023;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Current certificate of incorporation” are to OmniLit’s amended and restated certificate of incorporation in effect as of the date of this proxy statement;

“Earnout Performance-based Consideration” or “Performance-based Earnout Shares” are to the additional 2,000,000 shares of New Syntec Optics common stock that may be issued to the New Syntec Optics management teams;

“Earnout Contingent Consideration” or “Contingent Earnout Shares” are to the additional 26,000,000 shares of New Syntec Optics common stock that may be issued to the Syntec Optics stockholders;

“Effective Time” are to the date and time at which the Merger becomes effective in accordance with the terms of the Business Combination Agreement;

“Exchange Ratio” means a fraction equal to (i) (a) the Aggregate Merger Consideration divided by (b) ten dollars ($10.00), divided by (ii) the Aggregate Fully Diluted Syntec Optics Common Shares as calculated pursuant to the definition of “Aggregate Fully Diluted Company Common Shares” herein and set forth in the Company Certificate or, if applicable, the Revised Company Certificate;

“Founder Shares” are to shares of OmniLit common stock held by the Sponsor, OmniLit’s directors, affiliates of OmniLit’s management team, and signees of Non-Redemption Agreements in connection with the 2022 Special Meeting;

“Financial Advisor” are to The Benchmark Company, LLC (“Benchmark”), an independent investment banking firm that is a member of FINRA, who conducted a Fairness Opinion evaluation for the purposes of the OmniLit Special Committee of Independent Directors;

“Insiders” are to OmniLit’s officers, directors, initial stockholders, and Sponsor;

“Investment Management Trust Agreement” are to the Investment Management Trust Agreement, dated as of November 8, 2021, by and between OmniLit and Continental Stock Transfer & Trust Company;

“Merger” are to the merger of Merger Sub with and into Syntec Optics with Syntec Optics Holdings, Inc. being the surviving company in the merger;

“Merger Sub” are to Optics Merger Sub Inc., a Delaware corporation;

“Minimum Cash Balance After Fees” are to cash held by New Syntec Optics after payment of Syntec Optics Transaction Expenses and deferred underwriter and other fees from the OmniLit IPO;

“OmniLit” are to OmniLit Acquisition Corp., a Delaware corporation;

“OmniLit common stock” are, prior to consummation of the Business Combination, to OmniLit common stock, par value $0.0001 per share, and, following consummation of the Business Combination, to the common stock, par value $0.0001 per share, of New Syntec Optics;

“OmniLit IPO” are to the initial public offering by OmniLit, which closed on November 12, 2021;

“OmniLit Organizational Documents” are to the bylaws and certificate of incorporation of OmniLit, each as amended;

“OmniLit unit” are to the units of OmniLit sold as part of the OmniLit IPO;

“OmniLit Transaction Expenses” are to the following out-of-pocket fees and expenses paid or payable by OmniLit or its affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated hereby: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including any deferred or unpaid underwriting commissions and other fees relating to OmniLit’s initial public offering), (b) fifty percent (50%) of the filing fees incurred in connection with making any filings under Section 8.1 of the Business Combination Agreement, (c) fifty percent (50%) of the filing fees incurred in connection with filing the registration statement, the proxy statement or the proxy statement/registration statement under Section 8.2 of the Business Combination Agreement and the application fees incurred in connection with obtaining Nasdaq approval under Section 7.3 of the Business Combination Agreement, (d) repayment of any amounts outstanding under any Working Capital Loans (as defined in the Business Combination Agreement) and (e) any other fees and expenses as a result of or in connection with the consummation of the transactions contemplated in the Business Combination Agreement, including fees, costs and expenses related to the termination of any Affiliate Agreement (as defined in the Business Combination Agreement);

“Our common stock” are, prior to consummation of the Business Combination, to OmniLit common stock, and, following consummation of the Business Combination, to the common stock, par value $0.0001 per share, of New Syntec Optics;

“Private warrants” are to OmniLit’s warrants issued to an affiliate of the Sponsor in a private placement simultaneously with the closing of the OmniLit IPO;

“Proxy statement” are to this proxy statement/prospectus;

“Public shares” are to shares of OmniLit common stock sold as part of the units in the OmniLit IPO (whether they were purchased in the OmniLit IPO or thereafter in the open market);

“Public stockholders” are to the holders of OmniLit’s public shares, including the Sponsor and OmniLit’s officers and directors to the extent the Sponsor and OmniLit’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“Public warrants” are to OmniLit’s warrants sold as part of the units in the OmniLit IPO (whether they were purchased in the OmniLit IPO or thereafter in the open market);

“Purchase Date” are to any trading day on which New Syntec Optics timely delivers written notice to the Equity Facility Investor in accordance with the terms, conditions and limitations of the Equity Facility Definitive Documentation;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement, to be dated the Closing Date, by and among New Syntec Optics and the stockholders named therein;

“Sponsor” are to OmniLit Sponsor, LLC, a Delaware limited liability company;

“Sponsor Support Agreement” are to the Sponsor Support Agreement, dated 9, 2023, by and among OmniLit, Syntec Optics, and the Sponsor;

“Surviving Corporation” are to, at and after the Effective Time, Syntec Optics Holdings, Inc., as the surviving corporation of the Merger;

“Syntec Optics” are to Syntec Optics, Inc., a Delaware corporation;

“Syntec Optics Charter” are to the Articles of Incorporation of Syntec Optics, dated December 28, 2022, as amended;

“Syntec Optics common stock” are to a share of Syntec Optics’ common stock, par value $0.01 per share;

“Syntec Optics Conversion Shares” are to the aggregate number of shares of Syntec Optics common stock that are issued and outstanding immediately prior to the Effective Time;

“Syntec Optics Net Debt Amount” means, as calculated immediately prior to the Closing, an amount equal to (i) the aggregate indebtedness for borrowed money of Syntec Optics and its Subsidiaries minus (ii) Cash and Cash Equivalents. 

“Syntec Optics stock” are to, collectively, the Syntec Optics common stock and the Syntec Optics preferred stock;

“Syntec Optics Transaction Expenses” are to the following out-of-pocket fees and expenses paid or payable by Syntec Optics or any of its subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated hereby:

“Trading Day” are to any day on which shares of OmniLit common stock are actually traded on the principal securities exchange or securities market on which shares of OmniLit common stock are then traded;

“Transfer Agent” are to Continental Stock Transfer & Trust Company, OmniLit’s transfer agent;

“Trust account” are to the trust account of OmniLit that holds the proceeds from the OmniLit IPO;

“Warrants” are to the public warrants and the private warrants; and

“Warrant Agreement” are to the Warrant Agreement (as amended), dated as of November 8, 2021, by and between OmniLit and Continental Stock Transfer & Trust Company.

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement and in the Business Combination Agreement but does not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes, which are incorporated herein by reference, for a more complete understanding of the matters to be considered at the annual meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the annual meeting and the proposals to be presented at the annual meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to OmniLit stockholders. Stockholders are urged to carefully read this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the annual meeting.

The following table illustrates varying ownership levels in New Syntec Optics, assuming consummation of the Business Combination and minimum redemptions by OmniLit public stockholders, 10% redemption by OmniLit public stockholders, 50% redemption by OmniLit public stockholders, 75% redemption by OmniLit public stockholders and the maximum redemptions by OmniLit public stockholders:

The following table illustrates varying ownership levels in New Syntec Optics, assuming consummation of the Business Combination and minimum redemptions by OmniLit public stockholders, 10% redemption by OmniLit public stockholders, 50% redemption by OmniLit public stockholders, 75% redemption by OmniLit public stockholders and the maximum redemptions by OmniLit public stockholders:

OmniLit Acquisition Corp.

1111 Lincoln Rd Suite 500

Miami Beach, FL

33139

Tel: (786) 750-2820

You may also contact the proxy solicitor for OmniLit at:

Colonial Stock Transfer Co, Inc.

7840 S 700 E

Sandy, UT

84070

Tel.: (801) 355-5740

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the annual meeting. You may also obtain additional information about OmniLit from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to the Transfer Agent at the address below no later than the second business day prior to the originally scheduled date of the annual meeting. See the section entitled “Annual meeting of OmniLit Stockholders — Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the annual meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Annexes and other documents referred to herein. The Business Combination Agreement is the legal document that governs the Business Combination. It is also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement.”

Unless otherwise specified, all share calculations (a) exclude the impact of the shares of OmniLit common stock underlying warrants, (b) assume that no OmniLit public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in OmniLit’s trust account and (c) assume that no shares are issued pursuant to the 2023 Incentive Plan.

The Parties

OmniLit is a blank check company formed under the laws of Delaware on May 20, 2021. OmniLit was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On May 20, 2021, our sponsor purchased 4,312,500 founder shares. On September 27, 2021, our sponsor forfeited 718,750 shares for no consideration. On November 1, 2021, we effected a 1 1/3-to-1 forward stock split on our founder shares and as a result our sponsor owns 4,791,667 shares for an aggregate purchase price of $25,000, or approximately $0.005 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 25% of the outstanding shares upon completion of our IPO. The founder shares (including the Class A common stock issuable upon exchange thereof) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holder until 12 months after the completion of our initial business combination. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On November 12, 2021, we consummated our IPO of 14,375,000 Units, each Unit consisting of one share of Class A common stock of the Company and one-half of one redeemable warrant, with each whole warrant to purchase one share of Class A common stock for $11.50. The closing included the full exercise of the underwriter’s over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $143,750,000. Imperial Capital and I-Bankers were Joint Book-Running Managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-260090). The SEC declared the registration statement effective on November 8, 2021.

On November 12, 2021, simultaneously with the consummation of our IPO, we sold to our sponsor, Imperial Capital, LLC, and I-Bankers Securities in a private placement an aggregate of 6,920,500 private warrants at a price of $1.00 per warrant, generating total proceeds of $6,920,500. The private warrants are identical to the warrants underlying the Units sold in our IPO, except that they: (i) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of our initial business combination; and (ii) will be entitled to registration rights. The private warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. No underwriting discounts or commissions were paid with respect to such securities.

A total of $146,625,000 of the net proceeds from the sale of Units in our IPO and the private warrants in the private placement on November 12, 2021, was placed in a trust account established for the benefit of the Company’s public stockholders maintained by Continental Stock Transfer & Trust Company, acting as trustee, which we refer to as the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO (as approved at the 2022 Special Meeting); or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity; and (c) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from the closing of our IPO (as approved at the 2022 Special Meeting), subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders. We incurred $8,333,135 in transaction costs, including $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $426,884 of other offering costs. Imperial Capital and I-Bankers both agreed to reduce the deferred fee upon in an amount equal to, in the aggregate, $500,000, on November 21, 2022.

At the 2022 Special Meeting, the Extension Amendment Proposal and the Trust Amendment Proposal were approved, and as a result, we did not have to rely on an Extension Election, but had the right to extend the Combination Period for an additional nine (9) months or such earlier date as determined by the Board, from February 12, 2023 to November 12, 2023. The purpose of the Extension was to provide the Company more time to complete a Business Combination, which the Board believed was in the best interests of our stockholders. With the Extension Proposal approved, neither the Sponsor nor the Company were required to deposit additional funds into the trust account in connection with the Extension.

In connection with the Extension Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares. Stockholders who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided by the number of then outstanding public shares. Therefore, as of December 21, 2022, there were 1,348,049 shares of Class A common stock, par value $0.0001 per share, issued and outstanding.

There has been no material change in the planned use of the proceeds from the IPO as is described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) (File No. 333-260090).

As of December 31, 2022, there was approximately $14,011,070 held in the trust account.

OmniLit’s units, common stock and warrants are listed on the Nasdaq under the symbols “OLITU,” “OLIT” and “OLITW,” respectively.

The mailing address of OmniLit’s principal executive office is 1111 Lincoln Road, Suite 500, Miami, Florida 33139. Its telephone number is (786) 750-2820. After the consummation of the Business Combination, its principal executive office will be that of Syntec Optics.

Merger Sub

Merger Sub is a wholly owned subsidiary of OmniLit formed solely for the purpose of effectuating the Optics Merger described herein (“Merger Sub”). Optics Merger Sub was incorporated under the laws of Delaware as a corporation on May 8, 2023. Optics Merger Sub owns no material assets and does not operate any business.

The mailing address of Optics Merger Sub’s principal executive office is 1111 Lincoln Road, Suite 500, Miami, Florida 33139. Its telephone number is (786) 750-2820. After the consummation of the Business Combination, Optics Merger Sub will cease to exist as a separate legal entity.

Syntec Optics

Syntec Optics was started in 1982 as an advanced injection molding supplier to Kodak. In 1999, Al Kapoor, a mechanical and polymer engineer and then a recent graduate of Harvard Business School, observed that off shoring of American manufacturing was accelerating.  To head off this trend, as incoming Chairman he envisioned manufacturing optics made of highly engineered plastics that would be lighter and cheaper than existing glass optics.  This approach would require combining Syntec with Rochester Tool and Mold, an advanced injection molding tool manufacturer, and Wordingham Machine Company, an optics component manufacturer.  Combining the techniques of these three R&D intensive manufacturers resulted in the creation of mission critical products that began to serve the defense, biomedical and consumer end markets in the field of Optics and Photonics.  Through continuous re-investment of Syntec’s operating profits, in 2016, these three companies were relocated under one roof in a nearly 90,000 sq. facility sited in Rochester, New York after the city provided a one-of-a-kind relocation grant to create local jobs.  From 2016 to present, Syntec merged the back-end operations of the three companies, creating a culture of continuous improvement and a horizontally and vertically integrated unifying platform.  Syntec’s unifying platform has evolved to serve today’s highly demanding technical requirements of the United States defense industry, biomedical manufacturers, and photonics-enabled consumers.

Syntec Optics’ mission is to provide a U.S.-based unifying platform of optics and photonics manufacturing that keeps American soldiers from harm’s way, offer doctors technology tools for patient care, and photonics enabled consumer safety. The end-markets it serves are well-established and are believed to be acyclical because Syntec Optics has had positive aggregate cash flow for the past decade despite economic downturns. We believe the consistency of revenues over the past decade of operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, are our bases that these markets are acyclical. Syntec Optics has created a competitive advantage through vertical integration of its manufacturing and participates in mission critical applications that have long product cycles. Syntec Optics’ principal executive office is 515 Lee Rd, Rochester, NY 14606.

Emerging Growth Company

OmniLit is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find OmniLit’s securities less attractive as a result, there may be a less active trading market for OmniLit’s securities, and the prices of its securities may be more volatile or otherwise impacted.

New Syntec Optics could remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of the OmniLit IPO. However, if (a) New Syntec Optics’ total annual gross revenue exceed $1.07 billion, (b) New Syntec Optics is deemed to be a large accelerated filer, which means the market value of New Syntec Optics common stock that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter, or (c) New Syntec Optics’ non- convertible debt issued within a three-year period exceeds $1.0 billion, New Syntec Optics would cease to be an emerging growth company as of the following fiscal year. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Matters Being Voted On

The stockholders of OmniLit will be asked to consider and vote on the following proposals at the annual meeting:

(1) a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information;

(2) a proposal to approve and adopt changes to the certificate of incorporation of OmniLit reflected in the second amended and restated certificate of incorporation of OmniLit in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal” for additional information;

(3) a proposal to approve, for purposes of complying with the applicable rules of the Nasdaq, the issuance of shares of OmniLit’s common stock in connection with the Business Combination, including, without limitation, the Aggregate Merger Consideration. Please see the section entitled “Proposal No. 3 — The Nasdaq Proposal” for additional information;

(4) a proposal to approve and adopt the 2023 Incentive Plan. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal” for additional information;

(5) a proposal to approve the ESPP. Please see the section entitled “Proposal No. 5 — The ESPP Proposal” for additional information;

(6) a proposal to approve and elect seven (7) directors to the New Syntec Optics board. Please see the section entitled “Proposal No. 6 — The Director Election Proposal” for additional information; and

(7) a proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal” for additional information.

The Business Combination Proposal

As discussed elsewhere in this proxy statement/prospectus, OmniLit is asking its stockholders to approve the Business Combination Agreement, pursuant to which, among other things, on the Closing Date, Merger Sub will merge with and into Syntec Optics, with Syntec Optics as the surviving company in the Business Combination and, after giving effect to such Merger, New Syntec Optics will be a wholly owned subsidiary of OmniLit. The Aggregate Merger Consideration to be received by equity holders of Syntec Optics as of immediately prior to the Closing will be 31,600,000 shares of OmniLit common stock (at a deemed value of $10.00 per share. New Syntec Optics stockholders will also have a contingent right for up to 26,000,000 Contingent Earnout Shares. For further details, see “Business Combination Proposal — Consideration to Syntec Optics Holders in the Business Combination.”

At the Closing, OmniLit shall issue up to 28,000,000 restricted stock units (the “Earnout RSUs”) to the Company stockholders and to Management of the Surviving Corporation in such amounts (for each Eligible Company Person, its “Earnout RSU Allocation”), and in accordance with the terms of Incentive Plan attached hereto as Exhibit 10.5 (Annex F) (the “Incentive Plan”). The Earnout RSUs shall vest upon the achievement of multiple strategic and operational thresholds of the OmniLit Common Stock following the Closing as determined by the Board as Directors in its discretion (the “Earnout Period”).

OmniLit will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to the Company’s existing stockholders at the Closing, which Contingent Earnout shares will vest upon achievement of the targets set forth in this Section 3.4(b). 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 (1/3^rd) at $12.50 per share, one-third (1/3^rd) at $14.00 per share, and one-third (1/3^rd) at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Contingent Earnout shares which remain unvested as of the date five (5) years from the Closing (the “Earnout Period”) will be deemed cancelled and no longer subject to vesting. The achievement of the Contingent Earnout Trigger Price will be based on either (a) the closing price of the Company’s common stock equaling or exceeding the specified threshold for twenty (20) trading days within any thirty (30)-trading day period following the Closing, or (b) upon the consummation of a change of control transaction in which the per share price implied in such change of control transaction is greater than or equal to the applicable threshold. All Contingent Earnout shares will be issued pro rata to the Company stockholders in proportion to their owned shares of Company common stock immediately prior to the Closing. 

OmniLit will issue up to 2,000,000 shares of Common Stock (the “Performance-based-Earnout”) to members of the management team of the Surviving Corporation from time to time, to the extent determined by the Board of Directors in its sole discretion, to be issued as restricted stock units or incentive equity grants pursuant to the Incentive Plan described below. The Performance-based Earnout shares shall be awarded by the Board of Directors based on achieving the following performance thresholds following the Closing: one-half (1/2) at achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 financial audited statements, and one-half (1/2) at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 financial audit statement.

After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal — The OmniLit Board and Special Committee’s Reasons for the Approval of the Business Combination,” the OmniLit Board and Special Committee concluded (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of OmniLit and its stockholders and (ii) that it would recommend that its stockholders adopt the Business Combination Agreement and approve the Business Combination. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our stockholders of the proposals set forth herein and approval of Syntec Optics’ stockholders of the transactions contemplated by the Business Combination Agreement (which such approval by Syntec Optics’ stockholders was obtained and delivered by execution of a written consent by the requisite equity holders of Syntec Optics); (ii) this proxy statement/prospectus receiving SEC clearance; (iii) applicable waiting periods under the HSR act expiring or terminating; (iv) the approval by Nasdaq of our initial listing application in connection with the Business Combination. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate, and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Date, Time and Place of Annual Meeting of OmniLit’s Stockholders

The annual meeting of stockholders of OmniLit will be held at 11:00 am Eastern Time, on October 31, 2023, via a virtual meeting.

At the annual meeting, stockholders will be asked to consider and vote upon the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if OmniLit is not able to consummate the Business Combination.

Registering for the Annual Meeting

If you are a registered stockholder, you will receive a proxy card from the Transfer Agent. The card will contain instructions on how to attend the annual meeting, including how to register for the virtual annual meeting.

If you do not have access to Internet, you can listen only to the meeting by dialing +1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number. Please note that you will not be able to vote or ask questions at the annual meeting if you choose to participate telephonically.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the annual meeting if they owned shares of OmniLit common stock at the close of business on October 6, 2023, which is the record date for the annual meeting. Stockholders will have one vote for each share of OmniLit common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. OmniLit warrants do not have voting rights. On the record date, there were 6,139,716 shares of OmniLit common stock outstanding, of which 1,348,049 were public shares with the rest being held by the Sponsor and certain Insiders.

Quorum and Vote of OmniLit Stockholders

A quorum of OmniLit stockholders is necessary to hold a valid meeting. A quorum will be present at the annual meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person (via the virtual meeting platform) or by proxy. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the annual meeting.

The Sponsor and certain Insiders are record owners of, and are entitled to vote, approximately 78% of the outstanding shares of OmniLit common stock as of the record date. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the annual meeting.

The proposals presented at the annual meeting will require the following votes:

The approval of the Charter Proposal requires the affirmative vote of holders of a majority of OmniLit’s outstanding shares of common stock. Accordingly, if a valid quorum is established, a OmniLit stockholder’s failure to vote by proxy or to vote at the annual meeting with regard to the Charter Proposal will have the same effect as a vote “AGAINST” such proposal.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal. If any of those proposals are not approved, we will not consummate the Business Combination.

Redemption Rights

Pursuant to OmniLit’s current certificate of incorporation, a holder of public shares may demand that OmniLit redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that OmniLit redeem their shares for cash no later than the second business day prior to the originally scheduled vote on the Business Combination Proposal by delivering their stock to the Transfer Agent prior to the vote at the meeting. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the transfer agent in order to validly redeem his, her or its shares. If the Business Combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, OmniLit will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of OmniLit common stock for cash and will no longer own the shares. Please see the section entitled “Annual meeting of OmniLit Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Business Combination will not be consummated if OmniLit has net tangible assets of less than $5,000,001 immediately prior to or upon the consummation of the Business Combination, after taking into account holders of public shares that have properly demanded redemption of their shares for cash.

Holders of OmniLit warrants will not have redemption rights with respect to such securities.

Appraisal Rights / Dissenter’s Rights

OmniLit stockholders, OmniLit unitholders and OmniLit warrant holders do not have appraisal or dissenter’s rights in connection with the Business Combination under the DGCL.

Please see the section entitled “Appraisal Rights and Dissenter’s Rights” for additional information.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. OmniLit has engaged Colonial Stock Transfer Co, Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the annual meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Annual meeting of OmniLit Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the OmniLit Board to vote in favor of approval of the Business Combination Proposal and the other proposals, stockholders should keep in mind that the Sponsor and the Insiders have interests in such proposals that are different from, or in addition to, those of OmniLit stockholders generally. In particular:

Stockholders should also keep in mind that certain officers and directors of Syntec Optics have interests in the Business Combination that are different from, or in addition to, those of OmniLit stockholders generally.

Board of Directors following the Business Combination

Upon completion of the Business Combination, New Syntec Optics’ board of directors will be composed of seven members. New Syntec Optics expects that four of its directors will meet the independence requirements under the Nasdaq Listed Company Manual. Please see the section entitled “Management of New Syntec Optics After the Business Combination” for additional information.

Controlled Company

Upon the consummation of the business combination, New Syntec Optics will be a “controlled company” within the meaning of the Nasdaq corporate governance rules because it is expected that Mr. Kapoor will beneficially own more than 50% of the total voting power of all issued and outstanding New Syntec Optics Class A Shares immediately following the consummation of the Business Combination. As a result, Mr. Kapoor will have the ability to exercise significant influence over the election of the directors of New Syntec Optics and the authorization of major corporate transactions. This concentrated control will limit the ability of holders of New Syntec Optics Class A Shares to influence corporate matters and could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of New Syntec Optics Class A Shares may view as beneficial, which could have the effect of depriving New Syntec’s other shareholders of the opportunity to receive a premium for their shares as part of a sale of New Syntec and may reduce the share price of New Syntec.

Under the Nasdaq corporate governance rules, New Syntec Optics may elect not to comply with certain corporate governance rules, including the requirements (1) that a majority of the New Syntec Optics’ board of directors must consist of independent directors, (2) New Syntec Optics’ director nominees must be selected or recommended to the board of directors solely by independent directors or by a nominations committee that is comprised entirely of independent directors and (3) that the New Syntec Optics Board must have a compensation committee that is comprised entirely of independent directors. New Syntec Optics intends to rely on the exemption available to a “controlled company” for the requirement that a majority of the New Syntec Optics Board must be comprised of independent directors under Nasdaq Rule 5605(b)(1). As a result, you will not have the same protection afforded to shareholders of companies that are subject to this corporate governance requirement.

Other Agreements Relating to the Business Combination

Registration Rights Agreement

At the consummation of the Business Combination, New Syntec Optics intends to enter into the Registration Rights Agreement with the Sponsor, the Insiders, certain Syntec Optics stockholders, the Sponsor and Holdings, substantially in the form attached as Annex H to this proxy statement, pursuant to which, among other things, New Syntec Optics will agree to register for resale, pursuant to Rule 415 under the Securities Act, the registrable securities that are held by the holders party to the Registration Rights Agreement from time to time. Pursuant to the Registration Rights Agreement, New Syntec Optics will be required to submit to or file with the SEC, within 30 calendar days after the Closing, a shelf registration statement covering the issuance and the resale of all such registrable securities on a delayed or continuous basis, and to use commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 90 calendar days after the filing thereof if the SEC notifies New Syntec Optics that it will “review” the shelf registration statement and (ii) the 10^th business day after the date New Syntec Optics is notified (orally or in writing, whichever is earlier) by the SEC that the shelf registration statement will not be “reviewed” or will not be subject to further review.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, OmniLit, Syntec Optics and the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, (i) to vote, or cause to be voted, at any meeting of the stockholders of OmniLit all of its shares of OmniLit common stock held of record or acquired after the date of the Sponsor Support Agreement (excluding shares of any common stock acquired in public market) (a) in favor of the proposals set forth in this proxy statement, (b) against any business combination proposal other than the proposals set forth in this proxy statement and (c) against any proposal that could reasonably be expected to delay or impair the transactions contemplated by the Business Combination Agreement; (ii) to not redeem any of such OmniLit common stock; and (iii) to be bound by certain transfer restrictions with respect to such shares of OmniLit common stock, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the Sponsor has also agreed to waive redemption rights with respect to any shares purchased in the open market.

Recommendation to Stockholders

The OmniLit Board believes that the Business Combination Proposal and the other proposals to be presented at the annual meeting are fair to and in the best interest of OmniLit’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “For” the Director Election Proposal and “FOR” the Adjournment Proposal, if presented.

When you consider the OmniLit Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of OmniLit stockholders generally. Please see the section entitled “Proposal No. 1— The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The OmniLit Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the OmniLit stockholders that they vote “FOR” the proposals presented at the annual meeting.

Conditions to the Closing

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination are subject to the satisfaction or, if permitted by applicable law, written waiver by the party whose benefit such condition exists of the following conditions:

Other Conditions to the Obligations of OmniLit

The obligations of OmniLit to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by OmniLit of the following further conditions:

Other Conditions to the Obligations of Syntec Optics

The obligations of Syntec Optics to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or, if permitted by applicable law, written waiver by Syntec Optics of the following further conditions:

U.S. Federal Income Tax Considerations of the Exercise of Redemption Rights

For a discussion of U.S. federal income tax considerations of (i) the exercise of redemption rights to holders of OmniLit public shares and (ii) the adoption of the Charter Proposal, please see the information set forth in the section entitled “U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles. Under this method of accounting, OmniLit is treated as the “acquired” company for financial reporting purposes. Syntec Optics has been determined to be the accounting acquirer because Syntec Optics, as a group, will retain a majority of the outstanding shares of New Syntec Optics as of the closing of the Business Combination, they will nominate five of the seven members of the board of directors as of the closing of the Business Combination, Syntec Optics’ management will continue to manage New Syntec Optics and Syntec Optics’ business will comprise the ongoing operations of New Syntec Optics.

Business of Syntec Optics

Syntec Optics is vertically integrated from design and component manufacturing for lens system assembly to imaging module integration for system solutions. Making their own tools, molding, and nanomachining allows close interaction and recut ability, enabling special techniques to hold centration tolerances to sub-micron level. Syntec Optics has assembled a world class design team to augment its manufacturing team with deep expertise to fully leverage our vertical integration.

Syntec Optics is a leader in the industry because of their focus on polymer-based optics. Polymer-based optics provide numerous advantages compared to incumbent glass-based optics. Polymer-based optics are smaller, lower weight, lower cost, and offer very high-performance optical solutions. For all these reasons, Syntec Optics is able to deliver products to our clients that are lighter, smaller, and suitable for cutting edge technology products serving the silicon photonics industry.

Syntec Optics’ designs and assembly processes are developed in-house in the United States. In 2016, Syntec Optics expanded their manufacturing facility to nearly 90,000 square-feet, allowing them to increase their production capacity and offer additional advanced manufacturing processes under one roof which provide them the ability to increase sales to existing customers and increase penetration of our end-markets. The Syntec Optics facility provides a streamlined, partially autonomous production process for their current customers, which comprises optical assembly, electro-optics assembly, polymer optics molding, glass optics molding, opto-mechanical assembly, nanomachining and thin films coating. Syntec Optics’ facility also provides availability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer orders.

Syntec Optics is focused on three key end markets of defense, biomedical, and consumer all with several mission-critical applications with strong tailwinds. Syntec Optics’ diversity across these various a-cyclical end-markets has resulted in the company having aggregate positive cash flow for the past decade despite economic downturns. Syntec Optics believe their platform is well positioned as the foundation for further organic and inorganic growth with quality earnings and high margin offerings.

Optics is currently enabling 11% of the global economy, from smart phone cameras and extended reality devices to low orbit satellite telescopes to keeping our soldiers safe with night vision devices and patients healthy with intelligent light. This 11% figure represents the estimated value of the global optics and photonics products relative to annual global gross domestic product. As the world transitions to further adopt optically and photonically enabled products, Syntec Optics will continue their mission of developing innovative technology to serve these markets with affordable high-performance products globally. Syntec Optics will continue to focus on their core competencies of providing innovative technology, expanding their brand portfolio and providing affordable, sustainable and accessible optics and photonics enablers, all while being designed and manufactured in the United States.

Ownership of the Post-Business Combination Company After Closing

It is anticipated that upon completion of the Business Combination and assuming minimum 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 holders of Founder Shares will retain an ownership interest of approximately 12% of New Syntec Optics and the Syntec Optics stockholders will own approximately 84% (excluding the 26,000,000 Contingency Earnout Shares) of New Syntec Optics. These levels of ownership interest: (a) include the impact of the redemption of 13,026,951 OmniLit ordinary shares in connection with the Charter Amendment and assume that no additional OmniLit public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in OmniLit’s trust account, (b) assume that no shares are issued pursuant to the 2023 Incentive Plan, and (c) assume no exercise of OmniLit public warrants and OmniLit private placement warrants. See the section entitled “Proposal No. 3 — The Incentive Plan Proposal” for additional information on the 2023 Incentive Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the OmniLit stockholders will be different.

Risk Factor Summary

In evaluating the proposals to be presented at the annual meeting, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of OmniLit and Syntec Optics to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of the company following consummation of the Business Combination. Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” or “Syntec” refer to the business of Syntec Optics Inc. and its subsidiaries prior to the consummation of the Business Combination, which will be the business of the Post-Combination Company after the consummation of the Business Combination. These risks include:

Risks Related to Syntec Optics’ Existing Optics and Photonics Manufacturing Operations

Risks Related to Syntec Optics’ Advanced Manufacturing Technology Development

Risks Related to Intellectual Property

General Risk Factors

Risks Related to Syntec Optics’ Financial Position and Capital Requirements

Risks Related to Ownership of OmniLit Securities and the Business Combination

Risks Related to Ownership of New Syntec Optics’ Common Stock

SUMMARY HISTORICAL FINANCIAL INFORMATION OF SYNTEC OPTICS

The information presented below is derived from Syntec Optics’ unaudited financial statements included elsewhere in this proxy statement/prospectus for the six   months ended June 30, 2023 and 2022 and Syntec Optics’ audited financial statements included elsewhere in this proxy statement/prospectus as of and for the years ended December 31, 2022 and 2021.

Syntec Optics’ historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Syntec Optics’ financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Syntec Optics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information contained elsewhere in this proxy statement.

Syntec Optics is providing the following selected historical consolidated financial information to assist you in your analysis of the financial aspects of the Business Combination.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021