Syntec Optics (OPTX) 424B3Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

Registration No: 333-271822

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

CONSOLIDATED BALANCE SHEETS

SUMMARY HISTORICAL FINANCIAL INFORMATION OF OMNILIT

OmniLit is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

OmniLit’s consolidated unaudited balance sheet data as of June 30, 2023 and statements of operations and cash flows data for the unaudited six months ended June 30, 2023 and the audited year ended December 31, 2022 are derived from OmniLit’s financial statements included elsewhere in this proxy statement/prospectus.

This information is only a summary and should be read in conjunction with OmniLit’s financial statements and related notes and the sections entitled “OmniLit’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of OmniLit.

Balance Sheet Data

1. In connection with the Special Meeting of Stockholders held on December 21, 2022, 13,026,951 shares were redeemed.

Summary Statements of Operations

Summary Statements of Cash Flows

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, OmniLit will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Syntec Optics issuing shares for the net assets of OmniLit, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Syntec Optics. There will be no accounting effect nor change in the carrying amount of the assets and liabilities as a result of the Business Combination. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2023, gives effect to the Business Combination as if it had occurred on January 1, 2023. The summary unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2023, and the year ended December 31, 2022, gives effect to the Business Combination as if they had occurred on January 1, 2023.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Audited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of OmniLit and Syntec Optics for the applicable periods included elsewhere in this proxy statement/ prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Syntec Optics’ financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Syntec Optics following the reverse recapitalization.

The audited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Syntec Optics ordinary shares:

Assuming Minimum Redemptions: This scenario assumes that no additional public stockholders of OmniLit exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions: This scenario assumes that 1,348,049 shares of OmniLit common stock subject to redemption are redeemed for an aggregate payment of approximately $14.1 million (based on an estimated per share redemption price of approximately $10.49 that was calculated using the approximately $14.1 million of cash in the Trust Account divided by 1,348,049 OmniLit shares of Common Stock subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Business Combination Agreement).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, including certain financial forecasts and projections. Because the application of the safe harbor to our initial business combination is unsettled, the protections of the safe harbor of the Private Securities Litigation Reform Act of 1995 may not be available. All statements other than statements of historical fact contained in this proxy statement, including statements as to the transactions contemplated by the business combination and related agreements, future results of operations and financial position, revenue and other metrics, planned products and services, business strategy and plans, objectives of management for future operations of Syntec Optics, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the control of Syntec Optics or OmniLit) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by OmniLit and its management, and Syntec Optics and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations.

Factors that may impact such forward-looking statements include:

The forward-looking statements contained in this proxy statement are based on OmniLit’s and Syntec Optics’ current expectations and beliefs concerning future developments and their potential effects on the Business Combination and Syntec Optics. There can be no assurance that future developments affecting OmniLit and/or Syntec Optics will be those that OmniLit or Syntec Optics has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond OmniLit’s and/or Syntec Optics’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects.

RISK FACTORS

The following risk factors will apply to the business and operations of New Syntec Optics following the Closing. These risk factors are not exhaustive and stockholders should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote their shares of OmniLit common stock. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition and operating results of Syntec Optics and New Syntec Optics following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by OmniLit and Syntec Optics that later may prove to be incorrect or incomplete. OmniLit, Syntec Optics and New Syntec Optics may face additional risks and uncertainties that are not presently known to OmniLit or Syntec Optics or that OmniLit and Syntec Optics currently deem immaterial, which may also impair New Syntec Optics’ business, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of Syntec Optics and the financial statements of OmniLit and the notes thereto included elsewhere in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Syntec Optics and its subsidiaries prior to the Closing and the business and operations of New Syntec Optics as directly or indirectly affected by Syntec Optics by virtue of New Syntec Optics’ ownership of the business of Syntec Optics.

Risks Related to Cybersecurity, Technology, Proprietary Techniques and Intellectual Property

We rely heavily upon proprietary techniques and intellectual property portfolio. If we are unable to protect our proprietary and intellectual property rights, our business and competitive position would be harmed.

We may not be able to prevent unauthorized use of our proprietary techniques and intellectual property, which could harm our business and competitive position. We rely upon a combination of the proprietary techniques and intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our proprietary techniques and intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants, and through non-disclosure agreements with business partners and other third parties. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our proprietary techniques and intellectual property. Monitoring unauthorized use of our proprietary techniques and intellectual property is difficult and costly, and the steps we have taken or will take to prevent unauthorized use may not be sufficient. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm our business, results of operations and financial condition.

In addition, available proprietary techniques and intellectual property laws and contractual remedies in some jurisdictions may afford less protection than needed to safeguard our proprietary techniques and intellectual property portfolio. Proprietary techniques and intellectual property laws vary significantly throughout the world. The laws of a number of foreign countries do not protect proprietary techniques and intellectual property rights to the same extent as do the laws of the United States. Therefore, our proprietary techniques and intellectual property rights may not be as strong, or as easily enforced, outside of the United States, and efforts to protect against the unauthorized use of our proprietary techniques and intellectual property rights, technology and other proprietary rights may be more expensive and difficult to undertake outside of the United States. In addition, while we have filed for and obtained certain proprietary techniques and intellectual property rights in commercially relevant jurisdictions, we have not sought protection for our proprietary techniques and intellectual property rights in every possible jurisdiction. Failure to adequately protect our proprietary techniques and intellectual property rights could result in competitors using our proprietary techniques and intellectual property to make, have made, use, import, develop, have developed, sell or have sold their own products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, prospects, financial condition and operating results.

Our website, systems, and the data we maintain may be subject to intentional disruption, security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.

We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems, as well as with respect to the data stored on or processed by these systems. Advances in technology, and an increase in the level of sophistication, expertise and resources of hackers, could result in a compromise or breach of our systems or of security measures used in our business to protect confidential information, personal information, and other data.

The ability to conduct our business and operations, depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems used in our business (including third-party data centers and other information technology systems provided by third parties) are and will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service.

We may need to defend ourselves against proprietary techniques and intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain proprietary techniques and intellectual property rights that would prevent, limit or interfere with our ability to make, have made, use, import, develop, have developed, sell or have sold our products, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of proprietary techniques and intellectual property rights inquiring whether we are infringing their rights and/or seek court declarations that they do not infringe upon our proprietary techniques and intellectual property rights. Entities holding proprietary techniques and intellectual property rights relating to our technology, including, but not limited to, batteries, battery materials, encapsulated powders, spray deposition of battery materials, and alternator regulators, may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. For example, patents and patent applications owned by third parties may present freedom to operate (“FTO”) questions with regards to the precoated feedstock materials for the spray deposition process depending on the final material selections that are used, although we believe that Syntec Optics owns a patent application that pre-dates their patents and patent applications of interest such that Syntec Optics’ patent application may act as a basis for an invalidity position. However, it is possible that a court may not agree that Syntec Optics’ patent application invalidates the patents and patent applications of interest. If we are determined to have infringed upon a third party’s proprietary techniques and intellectual property rights, we may be required to do one or more of the following:

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to or design around the infringed proprietary techniques and intellectual property rights, our business, prospects, operating results and financial condition could be materially adversely affected.

Our current and future patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

Our current and future patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products or technology similar to ours. The outcome of patent applications involves complex legal and factual questions and the breadth of claims that will be allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our current issued patents, and any patents that may be issued to us in the future, will afford protection that covers our commercial processes, systems and products or that will afford protection against competitors with similar products or technology. Numerous prior art patents and pending patent applications owned by others, as well as prior art non-patent literature, exist in the fields in which we have developed and are developing our technology, which may preclude our ability to obtain a desired scope of protection in the desired fields. In addition to potential prior art concerns, any of our existing patents, pending patent applications, or future issued patents or patent applications may also be challenged on the basis that they are invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules, and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if our current or future patent applications succeed and patents are issued, it is still uncertain whether our current or future patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than the United States. In addition, the claims under our current or future patents may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The proprietary techniques and intellectual property rights of others could also bar us from licensing and exploiting our current or future patents. In addition, our current or future patents may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

Risks Related to Syntec Optics Being a Public Company

The uncertainty in global economic conditions, including as a result of the COVID-19 pandemic and the Russia- Ukraine conflict, could reduce consumer spending and disrupt our supply chain which could negatively affect our results of operations.

Our results of operations are directly affected by the general global economic conditions that impact our main end markets. Generally, worldwide economic conditions remain uncertain, particularly due to the COVID-19 pandemic, the impact of increased interest rates, and inflation. The uncertainty in global economic conditions can result in substantial volatility, which can affect our business by reducing customer spending and the prices that our customers may be able or willing to pay for our products, which in turn could negatively impact our sales and result in a material adverse effect on our business financial condition and results of operations.

The COVID-19 pandemic has caused, and could in the future continue to cause, and other factors could contribute to causing, delays or disruptions in our supply chain and labor shortages and shutdowns, which would be disruptive to our business operations. For example, we experienced shortages and workforce slowdowns at our manufacturing facility due to stay-at- home mandates, delays in shipping finished products to customers and some delays in our receiving products. Any performance failure on the part of any of our significant suppliers could interrupt our operations, which would have a material adverse effect on our business, financial condition and results of operations. Furthermore, the severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. A prolonged or worsened COVID-19 pandemic could cause continued supply disruptions which could lead to a reduction in manufacturing, lead to extended disruption of economic activity and make it difficult for us to predict demand for our products.

As a result of sanctions imposed in relation to the Russia-Ukraine conflict, gas prices in the United States have risen to historic levels. Further escalation of the Russia-Ukraine conflict and the subsequent response, including further sanctions or other restrictive actions, by the United States and/or other countries could also adversely impact our supply chain, partners or customers. The extent and duration of the situation in Ukraine, resulting sanctions and resulting future market disruptions are impossible to predict but could be significant. Any such disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks, may impact the global economy and adversely affect commodity prices.

Furthermore, increases in the prices of our inventory, including if our suppliers choose to pass through their increased costs to us, would result in increased inventory costs, which may result in a decrease in our margins and may have a material adverse effect on our business financial condition and results of operations. We have historically offset cost increases through careful management of our inventory of supplies, by ordering six months to a year in advance, and by increasing our purchase order volumes to qualify for volume-based discounts, rather than increase prices to customers. However, as we have done in 2022, we may increase prices from time to time, which may not be sufficient to offset material price inflation and which may result in loss of customers if they believe our products are no longer competitively priced. In addition, if we are required to spend a prolonged period of time negotiating price increases with our suppliers, we may be further delayed in receiving the inventory necessary to meet our customers’ needs and/or implement aspects of our growth strategy.

The loss of one or more members of our senior management team, other key personnel or our failure to attract additional qualified personnel may adversely affect our business and our ability to achieve our anticipated level of growth.

We are highly dependent on the talent and services of key technical personnel and losing them would disrupt our business and harm our results of operations, and we may not be able to successfully attract and retain senior leadership necessary to grow our business.

Our future success also depends on our ability to attract and retain other key employees and qualified personnel, and our operations may be severely disrupted if we lost their services. As we become more well known, there is increased risk that competitors or other companies will seek to hire our personnel. The failure to attract, integrate, train, motivate, and retain our personnel could impact our ability to successfully grow our operations and execute our strategy.

Our operating and financial results forecast relies in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflects current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecasts depends on a number of factors, many of which are outside our control, including:

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, financial condition and results of operations.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of customer service, or adequately address competitive challenges.

We have experienced significant growth in our business, and our future success depends, in part, on our ability to manage our business as it continues to expand. If not managed effectively, this growth could result in the over-extension of our operating infrastructure, management systems and information technology systems. Internal controls and procedures may not be adequate to support this growth. Failure to adequately manage our growth in our businesses may cause damage to our brand or otherwise have a material adverse effect on our business, financial condition and results of operations.

We may expand our business through acquisitions in the future, and any future acquisition may not be accretive and may negatively affect our business.

As part of our growth strategy, we may make future investments in businesses, new technologies, services and other assets that complement our business. We could fail to realize the anticipated benefits from these activities or experience delays or inefficiencies in realizing such benefits. Moreover, an acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures, including disruption to our ongoing operations, management distraction, exposure to additional liabilities and increased expenses, any of which could adversely impact our business, financial condition and results of operations. Our ability to make these acquisitions and investments could be restricted by the terms of our current and future indebtedness and to pay for these investments we may use cash on hand, incur additional debt or issue equity securities, each of which may affect our financial condition or the value of our stock and could result in dilution to our stockholders. Additional debt would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations.

We have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

We have a limited number of customers that account for a substantial portion of our revenues, which carries risks. We have a total of three customers that accounted for 50% of our revenues for the year ended December 31, 2022 and three customers who accounted for 54% of our revenues for the year ended December 31, 2021. In addition, revenues from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. These customers could also potentially pressure us to reduce the prices we charge, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations. If any of our large customers terminates their relationship with us or materially reduces the services they acquire from us, such termination or reduction could negatively affect our revenues and results of operations.

Our ability to attract, grow and retain a diverse and balanced customer base may affect our ability to maximize our revenues. Our ability to attract customers depends on a variety of factors, including our product offerings. If we are unable to develop or improve our product offerings, we may fail to develop, grow and retain a diverse and balanced customer base, which would adversely affect our business, financial condition and results of operations.

Our operations are subject to a variety of environmental, health and safety rules that can bring scrutiny from regulatory agencies and increase our costs.

Our operations are subject to environmental, health and safety rules, laws and regulations and we may be subject to additional regulations as our operations develop and expand. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. While we believe that the policies and programs we have in place are reasonably designed and implemented to assure compliance with these requirements and to avoid hazardous substance release liability with respect to our facilities, we may be faced with new or more stringent compliance obligations that could impose substantial costs.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA prohibits us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records, and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial condition and results of operation.

From time to time, we may be involved in legal proceedings and commercial or contractual disputes, which could have an adverse impact on our profitability and consolidated financial position.

We may be involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant and which may harm our reputation. These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with customers and suppliers; proprietary techniques and intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and any such exposure may be material. Regardless of outcome, legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

We must perform additional services and we are subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequate.

In connection with becoming a reporting company under the Securities and Exchange Act of 1934 (“the Exchange Act”), we will become subject to periodic reporting and other obligations. We are working with our independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. These reporting and other obligations will place significant demands on our management, administrative and operational resources, including accounting resources.

We anticipate that we will need to hire additional tax, accounting and finance staff. We are reviewing the adequacy of our systems, financial and management controls, and reporting systems and procedures, and we intend to make any necessary changes. If we are unable to upgrade our financial and management controls, reporting systems and procedures in a timely and effective fashion, we may not be able to satisfy our obligations as a public company on a timely basis.

Environmental, social and governance matters may cause us to incur additional costs.

Some legislatures, government agencies and listing exchanges have mandated or proposed, and others may in the future further mandate, certain environmental, social and governance (“ESG”) disclosure or performance. For example, the Securities and Exchange Commission has proposed rules that would mandate certain climate-related disclosures. In addition, we may face reputational damage in the event our corporate responsibility initiatives or objectives do not meet the standards or expectations of stockholders, prospective investors, lawmakers, listing exchanges or other stakeholders. Failure to comply with ESG-related laws, exchange policies or stakeholder expectations could materially and adversely impact the value of our stock and related cost of capital, and limit our ability to fund future growth, or result in increased investigations and litigation.

Risks Related to Syntec Optics’ Financial Position and Capital Requirements

Our business is capital intensive, and we may not be able to raise additional capital on attractive terms, if at all. Any further indebtedness we incur may limit our operational flexibility in the future.

Over time, we expect that we will need to raise additional funds, including through the issuance of equity, equity-related or debt securities or by obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, such as research and development relating to our advanced manufacturing related products, expansion of our facilities, and new strategic investments. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing stockholders could experience significant dilution. Any equity securities issued may provide for rights, preferences, or privileges senior to those of common stockholders. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of common stockholders.

As of June 30, 2023, we had approximately $9.8 million in outstanding indebtedness. We may be unable to repay our indebtedness when due, or we may be unable to refinance our indebtedness on acceptable terms or at all. The incurrence of additional debt could adversely impact our business, including limiting our operational flexibility by:

Restrictions imposed by our outstanding indebtedness and any future indebtedness may limit our ability to operate our business and to finance our future operations or capital needs or to engage in acquisitions or other business activities necessary to achieve growth.

The agreements governing our indebtedness restrict us from engaging in specified types of transactions. These restrictive covenants restrict our ability to, among other things:

Under the agreements governing our indebtedness, we are also subject to certain financial covenants, including maintaining minimum levels of Adjusted EBITDA, a minimum fixed charge coverage ratio, and debt service ratio. We cannot guarantee that we will be able to maintain compliance with these covenants or, if we fail to do so, that we will be able to obtain waivers from the applicable lender(s) and/or amend the covenants. Even if we comply with all of the applicable covenants, the restrictions on the conduct of our business could adversely affect our business by, among other things, limiting our ability to take advantage of financing opportunities, mergers, acquisitions, investments, and other corporate opportunities that may be beneficial to our business.

A breach of any of the covenants in the agreements governing our existing or future indebtedness could result in an event of default, which, if not cured or waived, could trigger acceleration of our indebtedness, and may result in the acceleration of or default under any other debt we may incur in the future to which a cross-acceleration or cross-default provision applies, which could have a material adverse effect on our business, financial condition and results of operations. In the event of any default under our existing or future credit facilities, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be immediately due and payable. In addition, our obligations under our indebtedness are secured by, among other things, a security interest in our proprietary techniques and intellectual property. During the existence of an event of default under our credit agreements, the applicable lender could exercise its rights and remedies thereunder, including by way of initiating foreclosure proceedings against any assets constituting collateral for our obligations under such credit facility.

Risks Related to Ownership of OmniLit Securities and the Business Combination

The Sponsor and the Insiders have agreed to vote in favor of the Business Combination, regardless of how OmniLit’s public stockholders vote.

The Sponsor and the Insiders have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement, the Sponsor and the Insiders own shares equal to approximately 78% of OmniLit’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if the Sponsor and the Insiders agreed to vote any shares of common stock owned by them in accordance with the majority of the shares represented at the annual meeting by the public stockholders. Based upon the approximate 78% ownership of the Sponsor and the Insiders, we will have sufficient stockholder approval to approve the Business Combination.

The Sponsor, certain members of the OmniLit Board and certain OmniLit officers have interests in the Business Combination that are different from or are in addition to the OmniLit stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

When considering the OmniLit Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement, our stockholders should be aware that the Sponsor and certain directors and officers of OmniLit have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Syntec Optics, and completing an initial business combination with Syntec Optics and may influence their operation of the post-combination company following the Business Combination. This risk may become more acute as the deadline of November 12, 2023 (unless this deadline is extended pursuant to OmniLit’s covenant to extend such deadline under the Business Combination Agreement and pursuant to the OmniLit Organizational Documents) for completing an initial business combination nears.

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.

The Sponsor may have interests in the Business Combination different from the interests of OmniLit’s public stockholders.

The Sponsor has financial interests in the Business Combination that are different from, or in addition to, those of other OmniLit stockholders generally. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. In addition, the Sponsor may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor would lose its entire investment. As a result, the Sponsor may have a conflict of interest in determining whether Syntec Optics is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. See the sections entitled “Summary of the Proxy Statement — Interests of Certain Persons in the Business Combination” and “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 unanimously approving the Business Combination and in recommending to OmniLit stockholders that they approve the Business Combination.

The Sponsor, OmniLit’s directors and affiliates of OmniLit’s management team may receive a positive return on the Founder Shares and private placement warrants even if OmniLit’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If OmniLit is able to complete a business combination within the required time period, the Sponsor may receive a positive return on the Founder Shares, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to OmniLit’s IPO, and the private placement warrants. Imperial Capital and I-Bankers received private warrants forgoing part of the broker fee at IPO.

The OmniLit’s Board’s determination, based on its review and analysis of the Updated Projections, that the fairness opinion prepared by The Benchmark Company will not be updated, may have material adverse consequences for stockholders relying on The Benchmark Company’s written fairness opinion, dates May 9, 2023.

The OmniLit Board determined, based on its review and analysis of the Updated Projections, the Updated Projections would not alter the conclusion reached by The Benchmark Company because the ascribed enterprise value of $325 million was still within the implied value range. Updated Projections were based on assumptions and estimates that are difficult to project and were subject to high levels of uncertainty and also significant execution risk. Based on the Updated Projections, recalculated analysis was completed by OmniLit’s COO and CFO within the series of financial analyses as described in the section “Due Diligence Process” which may not be accurate. The approach for recalculating this analysis was to use the same underlying data and assumptions as of May 2023 in the three customary approaches in the analyses and recalculate the implied enterprise value range based on the Updated Projections. This approach and the results therefore may differ significantly for different analysts.

The recalculated analysis based on the Updated Projections may differ from actual results for reasons including:

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock and public warrants are currently listed on Nasdaq and will be listed on Nasdaq upon consummation of the Business Combination, which is contingent upon approval from Nasdaq of the listing of the common stock and warrants, and these conditions are not waivable. If New Syntec Optics fails to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum Market Value of Publicly Held Shares (“MVPHS”), Nasdaq may take steps to de-list New Syntec Optics common stock. As a result of several factors, OmniLit’s MVPHS fell below the Nasdaq requirement of $15,000,000. Such a de-listing would likely have a negative effect on the price of OmniLit common stock and would impair your ability to sell or purchase OmniLit’s common stock when you wish to do so. In the event of a de-listing, New Syntec Optics would take actions to restore its compliance with Nasdaq Marketplace Rules, but it can provide no assurances that its efforts will be successful, and the listing of New Syntec Optics common stock would be restored, that New Syntec Optics common stock will remain above the Nasdaq minimum bid price requirement or that it otherwise will remain in compliance with the Nasdaq Marketplace Rules.

Our continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that New Syntec Optics will be able to comply with the continued listing standards of the Nasdaq following the Business Combination. If, after the Business Combination, the Nasdaq delists New Syntec Optics common stock from trading on its exchange for failure to meet the listing standards, Syntec Optics’ stockholders could face significant material adverse consequences including:

Future resales of our outstanding securities, including the registration of securities for resale under the Registration Rights Agreement, may cause the market price of our securities to drop significantly, even if our business is doing well.

New Syntec Optics will have 68,513,687 shares of common stock outstanding immediately following the consummation of the Business Combination (assuming that no shares of OmniLit common stock are redeemed by OmniLit stockholders) and there may be a large number of shares of New Syntec Optics common stock sold in the market following the consummation of the Business Combination, or shortly thereafter. The 68,513,687 shares of New Syntec Optics common stock which will be outstanding immediately following the consummation of the Business Combination (assuming that no shares of OmniLit are redeemed by OmniLit stockholders) will be subject to registration right agreements.

At the closing of the Business Combination, New Syntec Optics will enter into the Registration Rights Agreement with certain stockholders party thereto, pursuant to which, among other things, such stockholders will be entitled to customary registration rights following their respective transfer-restriction periods. The sale or possibility of sale of these securities could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our common stock.

The Sponsor is liable for ensuring that proceeds of the trust are not reduced by vendor claims in the event an initial business combination is not consummated. It has also agreed to pay for any liquidation expenses if an initial business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Business Combination.

If the Business Combination or another initial business combination is not consummated by OmniLit within the completion window, the Sponsor will be liable under certain circumstances for ensuring that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OmniLit for services rendered or contracted for or products sold to OmniLit. If OmniLit consummates an initial business combination, including the Business Combination, on the other hand, OmniLit will instead be liable for all such claims. Please see the section entitled “Other Information Related to OmniLit — Liquidation if No Business Combination” for further information. If OmniLit is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to pay the funds necessary to complete such liquidation and not to seek repayment for such expense. We currently do not anticipate that such funds will be insufficient.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of the OmniLit Board to vote for the business combination proposal and the other proposals described in this proxy statement, OmniLit’s stockholders should consider these interests.

The exercise of OmniLit’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in OmniLit’s stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require OmniLit to agree to amend the Business Combination Agreement, to consent to certain actions to be taken by Syntec Optics or to waive rights that OmniLit is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Syntec Optics’ business, a request by Syntec Optics to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Syntec Optics’ business and entitle Syntec Optics to terminate the Business Combination Agreement. In any such circumstances, it would be at OmniLit’s discretion, acting through the OmniLit Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what such directors believe is best for OmniLit and what he or they may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement, OmniLit does not believe there will be any material changes or waivers that OmniLit’s directors and officers would be likely to make after the mailing of this proxy statement. To the extent required by law, OmniLit will circulate a new or amended proxy statement or supplement thereto in the event there are any changes to the terms of the Business Combination Agreement or the Business Combination that would have a material impact on its stockholders or are required prior to the vote on the business combination proposal.

If OmniLit is unable to complete the Business Combination or another initial business combination by November 12, 2023 (or by the new deadline set pursuant to OmniLit’s covenant to extend the deadline under the Business Combination Agreement and pursuant to the OmniLit Organizational Documents), OmniLit will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the OmniLit Board, dissolving and liquidating. In such event, third parties may bring claims against OmniLit and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.20 per share.

Under the terms of OmniLit’s current certificate of incorporation, OmniLit must complete an initial business combination before the end of the completion window, or OmniLit must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the OmniLit Board, dissolving and liquidating. In such an event, third parties may bring claims against OmniLit. Although OmniLit has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of OmniLit’s public stockholders. If OmniLit is unable to complete an initial business combination within the completion window, the Insiders have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares held by them. The Insiders have also agreed they will be personally liable under certain circumstances for ensuring that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by OmniLit for services rendered or contracted for or products sold to OmniLit. However, they may not be able to meet such obligation. Therefore, the per-share distribution amount from the trust account in such a situation may be less than $10.20 due to such claims.

Additionally, if OmniLit is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if OmniLit otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, OmniLit may not be able to return to its public stockholders at least $10.20 per share.

OmniLit’s stockholders may be held liable for claims by third parties against OmniLit to the extent of distributions received by them.

If OmniLit is unable to complete the Business Combination or another initial business combination within the completion window, OmniLit will (i) cease all operations except for the purpose of winding down, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of its remaining stockholders and the OmniLit Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of applicable law. OmniLit cannot assure you that it will properly assess all claims that may be potentially brought against OmniLit. As such, OmniLit’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, OmniLit cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by OmniLit.

If OmniLit is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by OmniLit’s stockholders. Furthermore, because OmniLit intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the OmniLit Board may be viewed as having breached its fiduciary duties to OmniLit’s creditors and/or having acted in bad faith, thereby exposing itself and OmniLit to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. OmniLit cannot assure you that claims will not be brought against it for these reasons.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed, and any persons who may become officers or directors prior to an initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (a) we have sufficient funds outside of the trust account or (b) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

OmniLit’s public stockholders will experience immediate dilution as a consequence of, among other transactions, the issuance of OmniLit common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that OmniLit’s current stockholders have on the management of New Syntec Optics.

OmniLit’s public stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that OmniLit’s current stockholders have on the management of New Syntec Optics.

Syntec Optics employees and consultants hold and, after the Transactions are expected to be granted, equity awards under the 2023 Incentive Plan. OmniLit stockholders will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New Syntec Optics common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of OmniLit securities and may adversely affect prevailing market prices for our units, public shares or public warrants.

Having a minority ownership interest in New Syntec Optics may reduce the influence that OmniLit’s public stockholders have on the management of New Syntec Optics.

The Sponsor and its affiliates will beneficially own a significant equity interest in OmniLit and may take actions that conflict with your interests.

The interests of Sponsor and its affiliates may not align with the interests of OmniLit and its other stockholders. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with OmniLit. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to Syntec Optics’ business and, as a result, those acquisition opportunities may not be available to New Syntec Optics.

As a “controlled company” within the meaning of the Nasdaq corporate governance rules, New Syntec Optics is permitted to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if New Syntec Optics complied fully with Nasdaq corporate governance listing standards.

Upon consummation of the Business Combination, New Syntec Optics will become a “controlled company” as defined under the Nasdaq rules because it is expected that Mr. Kapoor, chairman of the New Syntec Optics Board, will 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. For so long as New Syntec Optics remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.

As a “controlled company”, New Syntec Optics is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; and (iii) an exemption from the rule that the compensation committee must be comprised solely 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 board of directors must be comprised of independent directors under Nasdaq Rule 5605(b)(1). New Syntec Optics is not required to and will not voluntarily meet this requirement.

As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to companies that are subject to these corporate governance requirements.

The proposed business combination with Syntec Optics may be delayed or ultimately prohibited since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self- initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit and/or unwind it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

In our view, it is unlikely that the Business Combination would be subject to or impacted by a CFIUS review. We note that the Sponsor is not controlled by non-U.S. persons. Moreover, the parties have determined that Syntec Optics is not a TID U.S. business, as that term is defined in 31 C.F.R. § 800.248, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Business Combination. We do not anticipate any CFIUS-related delay.

Nevertheless, we may submit to CFIUS review on a voluntary basis or proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay the Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the transaction.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, our stockholders will miss the opportunity to benefit from the Business Combination and the appreciation in value of such investment. Additionally, the warrants will be worthless.

Our Sponsor, directors or officers or their affiliates may elect to purchase shares from public stockholders, which could reduce the number of shares that may be redeemed in connection with the Business Combination and reduce the public “float” of OmniLit common stock.

Subject to applicable securities laws, our Sponsor, Insiders or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, Insiders or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to reduce the number of shares of OmniLit common stock that may be redeemed in connection with the Business Combination and may include a business decision to increase such purchaser’s ownership at an attractive price.

In addition, the Sponsor will waive any redemption rights with respect to any shares of OmniLit common stock purchased in Open Market Purchases and will not vote any shares of OmniLit common stock purchased in Open Market Purchases in favor of the Business Combination Proposal. The Sponsor may also enter into non-redemption agreements with third parties who also may purchase on the open market.

In addition, subject to applicable securities laws, Imperial Capital may make Open Market Purchases by purchasing shares of OmniLit common stock on the open market prior to the Closing and separate from the redemption process conducted in connection with the Business Combination. The purposes of any Open Market Purchases would be to reduce the number of shares of OmniLit common stock that may be redeemed in connection with the Business Combination and may include a business decision to increase such purchaser’s ownership at an attractive price. Imperial Capital will only make Open Market Purchases to the extent the price per common stock of OmniLit so acquired is no higher than the redemption price that would be available in connection with the redemption procedures described in this proxy statement. In addition, Imperial Capital will waive any redemption rights with respect to any shares of OmniLit common stock purchased in Open Market Purchases and will not vote any shares of OmniLit common stock purchased in Open Market Purchases in favor of the Business Combination Proposal.

If such purchases are made, the public “float” of OmniLit common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for OmniLit common stock.

We may issue additional shares of OmniLit common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of OmniLit common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2023 Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of such additional shares of OmniLit common stock or other equity securities of equal or senior rank could have the following effects:

The unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what New Syntec Optics’ actual financial position or results of operations would have been.

OmniLit and Syntec Optics currently operate as separate companies and have had no prior history as a combined entity, and OmniLit’s and Syntec Optics’ operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New Syntec Optics. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from OmniLit’s and Syntec Optics’ historical financial statements and certain adjustments and assumptions have been made regarding Syntec Optics after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement with respect to the estimated financial position and results of operations of Syntec Optics.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Syntec Optics’ financial condition or results of operations following the Closing. Any potential decline in Syntec Optics’ financial condition or results of operations may cause significant variations in the stock price of New Syntec Optics.

OmniLit and Syntec Optics have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by OmniLit if the Business Combination is not completed.

OmniLit and Syntec Optics expect to incur significant costs associated with the Business Combination. These expenses will reduce the amount of cash available to be used for other corporate purposes by Syntec Optics if the Business Combination is not completed.

We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their public warrants worthless.

We have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption; provided that the last reported sales price of OmniLit common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any ten Trading Days within a 30 Trading Day period ending three business days prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption rights provided that there is an effective registration statement covering the issuance of the shares of New Syntec Optics common stock issuable upon exercise of the New Syntec Optics warrants. Redemption of the outstanding warrants could force the warrant holders to (i) exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of their warrants. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” None of the private warrants will be redeemable by us so long as they are held by our Founders or their permitted transferees.

There is no guarantee that the public warrants will ever be “in the money,” and they may expire worthless and the terms of OmniLit’s warrants may be amended.

The exercise price for OmniLit public warrants is $11.50 per share of OmniLit common stock. Each warrant entitles the registered holder to purchase one-half of a share of OmniLit common stock at a price of $11.50 per whole share. If OmniLit is unable to complete an initial business combination, OmniLit’s warrants may expire worthless. Even if OmniLit consummates the Business Combination, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. Further, the exercise price for OmniLit public warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the OmniLit public warrants are more likely to expire worthless.

We may amend the terms of the warrants in a manner that may be adverse to holders if approved by the holders of at least a majority of the then-outstanding warrants. As a result, the exercise price of our warrants could be increased, the exercise period could be shortened and the number of shares of OmniLit common stock purchasable upon exercise of a warrant could be decreased without a warrant holder’s approval.

Our warrants were issued in registered form under the Warrant Agreement, between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or to cure, correct or supplement any defective provision or add or change any other provisions with respect to matters or questions arising under the Warrant Agreement as may be deemed necessary or desirable and shall not adversely affect the interests of the holders, but requires the approval by the holders of a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of a majority of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period of the warrants or decrease the number of shares of OmniLit common stock purchasable upon exercise of a warrant.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of Syntec Optics whom we expect to stay with the post- combination business following the Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the Business Combination and to be successful thereafter is dependent upon the efforts of our key personnel, including the key personnel of Syntec Optics. Although some key personnel may remain with the post-combination business in senior management or advisory positions following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. New Syntec Optics’ success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Syntec Optics’ officers, be it upon the closing of the Business Combination or at some point following the consummation of the Business Combination, could have a material adverse effect on New Syntec Optics’ business, financial condition or operating results.

New Syntec Optics will have a classified board of directors

The Post-Closing New Syntec Optics Certificate of Incorporation will provide for a classified Board consisting of three classes of directors, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. This provision may have the effect of delaying a change in control of the New Syntec Optics board of directors. The existence of a classified board of directors could discourage a third party from making a tender offer or otherwise attempting to obtain control of New Syntec Optics as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.

OmniLit and Syntec Optics will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on OmniLit and Syntec Optics. These uncertainties may impair our or Syntec Optics’ ability to retain and motivate key personnel and could cause third parties that deal with Syntec Optics or OmniLit to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our or Syntec Optics’ business could be harmed.

The ability of OmniLit’s public stockholders to exercise redemption rights with respect to a large number of shares of OmniLit’s Class A common stock could reduce the amount of working capital available to New Syntec Optics upon the closing of the Transaction and could adversely affect the completion of the Transaction.

As of the date hereof, OmniLit does not know how many of its public stockholders will exercise their redemption rights in advance of the closing of the Transaction. If a larger number of OmniLit’s public stockholders elect to redeem their common stock than OmniLit had expected when it entered into the definitive documents relating to the Transaction, this could lead to a failure to consummate the Transaction and a failure to maintain the listing of its securities on the Nasdaq, which could impair OmniLit’s ability to fund its operations and adversely affect its business, financial condition and results of operations. Redemptions above 78%, assuming the approximate redemption value per share of $10.49, may cause OmniLit to be unable to meet its obligations for the estimated $3.0 million in transaction fees.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, holders of shares of Syntec Optics common stock may incur a substantially greater U.S. federal income tax liability as a result of the Merger.

The parties intend for the Merger to be treated as a tax-free “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. There are technical uncertainties, however, as to whether the Merger qualifies for such intended tax treatment. If the Merger does not qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code, then, for U.S. federal income tax purposes, a holder holding Syntec Optics common stock generally would be treated as selling its Syntec Optics common stock in exchange for New Syntec Optics common stock in a taxable transaction. The obligations of Syntec Optics and OmniLit to complete the Merger are not conditioned on the receipt of an opinion from Woods Oviatt Gilman LLP to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger will occur even if it does not so qualify. Neither Syntec Optics nor OmniLit has requested, and neither intends to request, a ruling from the U.S. Internal Revenue Service (“IRS”) as to the U.S. federal income tax consequences of the Business Combination. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a contrary position. Accordingly, each holder of Syntec Optics common stock is urged to consult its own tax advisor with respect to the particular tax consequence of the Merger to such holder.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, New Syntec Optics may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which could have a significant negative effect on New Syntec Optics’ financial condition, results of operations and New Syntec Optics’ stock price, which could cause you to lose some or all of your investment.

Going public through a merger rather than an underwritten offering, as Syntec Optics is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although OmniLit has conducted due diligence on the Syntec Optics business, OmniLit cannot assure you that this due diligence has identified all material issues that may be present in Syntec Optics’ business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Syntec Optics’ business and outside of OmniLit’s and Syntec Optics’ control will not later arise. As a result of these factors, OmniLit may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if OmniLit’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with OmniLit’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on OmniLit’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about New Syntec Optics or its securities. Accordingly, any of OmniLit’s stockholders who choose to remain stockholders of OmniLit following the Business Combination could suffer a reduction in the value of their shares and these stockholders are unlikely to have a remedy for the reduction in value.

Risks Related to the Financings

Securities issued in the private placement will be restricted securities and will not be registered upon issuance and therefore will be subject to securities law restrictions on transferability until such time as the resale of such securities is registered or an exemption from registration is available.

We have not raised a PIPE and are not registering any PIPE shares under the Securities Act or any state securities laws at this time. However, under the terms of the Restated Registration Rights Agreement, we have agreed that as soon as practicable, but in no event later than 30 business days after the Closing, we will file with the SEC a registration statement for the registration under the Securities Act of any PIPE shares raised and thereafter will use commercially reasonable efforts to cause the same to become effective no later than the earlier of (a) the ninetieth (90^th) calendar day following the Closing Date if the SEC notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified in writing by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, and to maintain such registration statement in accordance with the provisions of the Registration Rights Agreement. However, we cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the PIPE shares are not registered, qualified or exempt from registration or qualification, the holder of such PIPE shares will not be entitled to sell its shares.

There can be no assurance that OmniLit will be able to raise sufficient capital to consummate the Transaction or for use by New Syntec Optics following the Transaction.

As of December 31, 2022, there was approximately $14 million in OmniLit’s trust account. Nevertheless, there can be no assurances that OmniLit will be able to obtain all of the cash in OmniLit’s trust account. In particular, if there are significant redemptions, the amount of cash left remaining in OmniLit’s trust account upon consummation of the Business Combination will be lower than anticipated. The definitive agreements providing for financings mentioned above will be subject to certain conditions that may not be met. Any such shortfall may also materially reduce the amount of available working capital for New Syntec Optics, which may materially and adversely affect New Syntec Optics’ business, financial condition and results of operations.

Risks Related to the Redemption

You must tender your shares of OmniLit common stock in order to validly seek redemption at the annual meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to the Transfer Agent or to deliver your shares of OmniLit common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of OmniLit common stock, in each case, by two business days prior to the originally scheduled vote on the business combination proposal. The requirement for physical or electronic delivery by two business days prior to the originally scheduled vote on the business combination proposal ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

OmniLit does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for OmniLit to complete an initial business combination with which a substantial majority of OmniLit’s stockholders do not agree.

OmniLit’s existing charter does not provide a specified maximum redemption threshold, except that OmniLit will not redeem public shares in an amount that would cause OmniLit’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to or upon the consummation of the Business Combination. As a result, OmniLit may be able to complete the Business Combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by OmniLit or the persons described above have been entered into with any such investor or holder. OmniLit will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described in this proxy statement) at the annual meeting. The Insiders have agreed not to redeem any OmniLit common stock held by them in connection with a stockholder vote to approve the Business Combination.

In the event that the aggregate cash consideration that OmniLit would be required to pay for all shares of OmniLit common stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Business Combination Agreement, exceeds the aggregate amount of cash available to OmniLit, OmniLit may not complete the Business Combination or redeem any shares, all shares of OmniLit common stock submitted for redemption will be returned to the holders thereof and OmniLit may instead search for an alternate initial business combination.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of OmniLit common stock included in the units sold in the OmniLit IPO unless such stockholder first obtains OmniLit’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, OmniLit will require each public stockholder seeking to exercise redemption rights to certify to OmniLit whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to OmniLit at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which OmniLit makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over OmniLit’s ability to consummate the Business Combination and you could suffer a material loss on your investment in OmniLit if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if OmniLit consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the OmniLit IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. OmniLit cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of shares of OmniLit common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge OmniLit’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, OmniLit’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of OmniLit might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of OmniLit who wish to redeem their shares of OmniLit common stock for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of OmniLit common stock for a pro rata portion of the funds held in the trust account.

Stockholders electing to redeem their shares of OmniLit common stock will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Annual meeting of OmniLit Stockholders — Redemption Rights” of this proxy statement for additional information on how to exercise your redemption rights.

If, despite OmniLit’s compliance with the proxy rules, a stockholder fails to receive OmniLit proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of OmniLit common stock. In addition, the proxy materials that OmniLit is furnishing to holders of public shares of OmniLit common stock in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem public shares of OmniLit common stock. In the event that a stockholder fails to comply with these procedures, its shares of OmniLit common stock may not be redeemed.

The nominal purchase price paid by our Sponsor for the Founder Shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our public shares to materially decline.

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.

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 public warrants, except that they: (i) may not, including the Class A common stock issuable upon exercise of these warrants, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination (subject to certain limited exceptions); and (ii) will be entitled to registration rights.

While we offered our units at an offering price of $10.00 per unit and the amount in our trust account was initially $10.20 per public share, implying an initial value of $10.00 per public share, our sponsor paid only a nominal purchase price of approximately $.005 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business combination. For example, the following table shows the public stockholders’ and Sponsor’s investment per share and how that compares to the implied value of one of our shares upon the consummation of our initial business combination if at that time we were valued at $14,011,070, which is the amount we would have for our initial business combination in the trust account assuming no interest is earned on the funds held in the trust account and no public shares are redeemed in connection with our initial business combination. At such valuation, each of our public shares would have an implied value of $2.28 per share, which is a 77.2% decrease as compared to the initial implied value per public share of $10.00.

While the implied value of our public shares may be diluted, the implied value of $2.28 per share would represent a significant implied profit for our sponsor relative to the initial purchase price of the Founder Shares. Our sponsor and its affiliates invested an aggregate of $6,945,500 in us in connection with our initial public offering, comprised of the $25,000 purchase price for the Founder Shares and the $6,920,500 purchase price for the private warrants. At $2.28 per share, the 4,791,667 Founder Shares would have an aggregate implied value of $10,925,000. As a result, even if the trading price of our public shares significantly declines, our sponsor will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup its entire investment in us even if the trading price of our public shares were as low as $1.43 per share and even if the private warrants are worthless (without considering the forfeited Founder Shares as part of the Non-Redemption Agreements related to the 2022 Special Meeting of Stockholders). As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our public shares to decline, while our public stockholders who purchased their units in this offering could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the Founder Shares as our public stockholders paid for their public shares.

A new 1% U.S. federal excise tax may be imposed upon us in connection with the redemptions by us of our OmniLit common stock.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “IRA”), which, among other things, imposes a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. This excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. Generally, the amount of the excise tax is 1% of the fair market value of the shares repurchased at the time of the repurchase. For the purposes of calculating the excise tax, the repurchasing corporation is permitted to net the fair market value of certain new stock issuances against the fair market value of the stock repurchases that occur in the same taxable year. The IRA excise tax applies to repurchases that occur after December 31, 2022. The U.S. Treasury Department and the IRS have recently issued Notice 2023-2 in which they indicated their intention to propose regulations on the excise tax and issued certain interim rules on which taxpayers may rely.

Any repurchases or redemption of our OmniLit common stock that occurs after December 31, 2022, in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with the Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the regulations and other guidance issued by the U.S. Treasury Department and the IRS. Since the excise tax would be payable by us and not by the redeeming holder, we have yet to determine the mechanics of any required payment of the excise taxes. Any excise tax payable by us may cause a reduction in the cash available to us to complete the Business Combination, could affect our ability to complete the Business Combination, and may cause a reduction in amounts available for redemptions.

Risks If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the OmniLit Board will not have the ability to adjourn the annual meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The OmniLit Board is seeking approval to adjourn the annual meeting to a later date or dates if, at the annual meeting, OmniLit is unable to consummate the Business Combination. If the Adjournment Proposal is not approved, the OmniLit Board will not have the ability to adjourn the annual meeting to a later date and, therefore, the Business Combination would not be completed.

Risks Related to Ownership of New Syntec Optics’ Common Stock

If securities or industry analysts do not publish research or reports about New Syntec Optics, or publish negative reports, New Syntec Optics’ stock price and trading volume could decline.

The trading market for New Syntec Optics’ common stock will depend, in part, on the research and reports that securities or industry analysts publish about New Syntec Optics. New Syntec Optics will not have any control over these analysts. If New Syntec Optics’ financial performance fails to meet analyst estimates or one or more of the analysts who cover New Syntec Optics downgrade its common stock or change their opinion, New Syntec Optics’ stock price would likely decline. If one or more of these analysts cease coverage of New Syntec Optics or fail to regularly publish reports on New Syntec Optics, it could lose visibility in the financial markets, which could cause New Syntec Optics’ stock price or trading volume to decline.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of New Syntec Optics’ securities may decline. Additionally, trading prices for New Syntec Optics’ securities could be highly volatile, and purchasers of New Syntec Optics securities could incur substantial losses.

If the benefits of the Business Combination do not meet the expectations of investors, stockholders or securities analysts, the market price of New Syntec Optics’ securities following the consummation of the Business Combination may decline. The market values of New Syntec Optics’ securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement, or the date on which Syntec Optics’ stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Syntec Optics’ securities could contribute to the loss of all or part of your investment. Immediately prior to the Business Combination, there has not been a public market for stock relating to the Syntec Optics business and trading in shares of OmniLit common stock has not been active. Accordingly, the valuation ascribed to the Syntec Optics business and OmniLit common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination.

The trading price of the New Syntec Optics common stock following the Business Combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for New Syntec Optics’ securities develops and continues, the trading price of New Syntec Optics’ securities following the Business Combination could be volatile and subject to wide fluctuations. The trading price of the New Syntec Optics common stock following the Business Combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond New Syntec Optics’ control and may not be related to New Syntec Optics’ operating performance. These fluctuations could cause you to lose all or part of your investment in the New Syntec Optics common stock since you might be unable to sell your shares at or above the price attributed to them in the Business Combination. Any of the factors listed below could have a material adverse effect on your investment in New Syntec Optics’ securities and New Syntec Optics’ securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Syntec Optics’ securities may not recover and may experience a further decline.

Factors affecting the trading price of New Syntec Optics securities following the Business Combination may include:

Broad market and industry factors may materially harm the market price of New Syntec Optics’ securities irrespective of New Syntec Optics’ operating performance. The stock market in general and Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Syntec Optics’ securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Syntec Optics could depress New Syntec Optics’ stock price regardless of New Syntec Optics’ business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of the New Syntec Optics common stock, regardless of New Syntec Optics’ actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the Business Combination. A decline in the market price of New Syntec Optics’ securities also could adversely affect New Syntec Optics’ ability to issue additional securities and New Syntec Optics’ ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

An active trading market for New Syntec Optics’ securities may not be available on a consistent basis to provide stockholders with adequate liquidity.

OmniLit intends to apply to list the New Syntec Optics common stock and warrants on Nasdaq under the symbols “OPTX” and “OPTXW” respectively, and to trade on that market. However, New Syntec Optics cannot assure you that an active trading market for its common stock will be sustained. Accordingly, New Syntec Optics cannot assure you of the liquidity of any trading market, your ability to sell your shares of its common stock when desired or the prices that you may obtain for your shares.

Warrants will become exercisable for New Syntec Optics’ common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to New Syntec Optics’ stockholders.

Warrants will become exercisable for the Company’s common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. Following the Business Combination, there will be 7,187,500 outstanding public warrants to purchase 7,187,500 shares of common stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing the later of 30 days following the Closing and 12 months from the closing of the OmniLit IPO, which closed on November 12, 2021. In addition, there will be 6,920,500 private warrants outstanding exercisable for 6,920,500 shares of common stock at an exercise price of $11.50 per share.

To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of the Company’s common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of the Company’s common stock, the impact of which is increased as the value of our stock price increases.

New Syntec Optics’ operating results may fluctuate significantly following the Business Combination, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations or any guidance it may provide.

New Syntec Optics’ quarterly and annual operating results may fluctuate significantly, which makes it difficult for it to predict its future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of its control, including, but not limited to:

The cumulative effects of these factors could result in large fluctuations and unpredictability in New Syntec Optics’ quarterly and annual operating results. As a result, comparing its operating results on a period- to-period basis may not be meaningful. Investors should not rely on its past results as an indication of its future performance.

This variability and unpredictability could also result in its failing to meet the expectations of industry or financial analysts or investors for any period. If New Syntec Optics’ revenue or operating results fall below the expectations of analysts or investors or below any forecasts New Syntec Optics may provide to the market, or if the forecasts it provides to the market are below the expectations of analysts or investors, the price of New Syntec Optics common stock could decline substantially. Such a stock price decline could occur even when it has met any prior publicly stated revenue or earnings guidance it may provide.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely effect New Syntec Optics’ business, investments and results of operations.

New Syntec Optics will be subject to laws, regulations and rules enacted by national, regional, and local governments and Nasdaq. In particular, New Syntec Optics will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on New Syntec Optics’ business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on New Syntec Optics’ business and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). These rules, if adopted, whether in the form proposed or in revised form, may have a materially adverse effect on our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

New Syntec Optics does not intend to pay dividends on its common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of New Syntec Optics’ common stock.

New Syntec Optics currently intends to retain any future earnings to finance the operation and expansion of its business and New Syntec Optics does not expect to declare or pay any dividends in the foreseeable future. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

The rights of holders of OmniLit and Syntec Optics capital stock will change as a result of the Business Combination.

Upon completion of the Business Combination, stockholders of OmniLit and stockholders of Syntec Optics will be stockholders of New Syntec Optics. Their rights as stockholders of New Syntec Optics will be governed by New Syntec Optics’ certificate of incorporation, bylaws and Delaware corporation law.

The terms of New Syntec Optics’ certificate of incorporation and bylaws are in some respects different from the terms of OmniLit’s current certificate of incorporation and bylaws and Syntec Optics’ articles of incorporation and bylaws. For more information, see the section of this proxy statement/prospectus titled “Comparison of Stockholders’ Rights.”

The second amended and restated certificate of incorporation, as will be in effect following the completion of the Business Combination, will designate specific courts as the exclusive forum for substantially all stockholder litigation matters, which could limit the ability of New Syntec Optics’ stockholders to obtain a favorable forum for disputes with New Syntec Optics or its directors, officers or employees.

The second amended and restated certificate of incorporation, as will be in effect following the completion of the Business Combination, will require, to the fullest extent permitted by law, that derivative actions brought in New Syntec Optics’ name, actions against current or former directors, officers or other employees for breach of fiduciary duty, any action asserting a claim arising pursuant to any provision of the DGCL, the second amended and restated certificate of incorporation or the New Syntec Optics amended and restated bylaws, any action asserting a claim governed by internal affairs doctrine of the State of Delaware or any other action asserting an “internal corporate claim” (as defined in Section 115 of the DGCL), confers jurisdiction to the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction thereof, any state court located in the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), unless New Syntec Optics consents in writing to the selection of an alternative forum. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The second amended and restated certificate of incorporation also provides that, unless New Syntec Optics consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Syntec Optics and New Syntec Optics’ directors, officers or other employees and may have the effect of discouraging lawsuits against New Syntec Optics’ directors, officers and other employees. Furthermore, stockholders may be subject to increased costs to bring these claims, and the exclusive forum provision could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.

In addition, the enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the second amended and restated certificate of incorporation is inapplicable or unenforceable. In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. We intend to enforce this provision, but we do not know whether courts in other jurisdictions will agree with this decision or enforce it. If a court were to find the exclusive forum provision contained in the second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, New Syntec Optics may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, prospects, financial condition and operating results.

The second amended and restated certificate of incorporation, as will be in effect following the completion of the Business Combination, could discourage another company from acquiring New Syntec Optics and may prevent attempts by its stockholders to replace or remove its management.

Provisions in our second amended and restated certificate of incorporation and our amended and restated bylaws to be in effect immediately prior to the consummation of the Business Combination may discourage, delay or prevent, a merger, acquisition or other change in control of New Syntec Optics that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of New Syntec Optics common stock, thereby depressing the market price of its common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. As our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by New Syntec Optics stockholders to replace current members of our management team. These provisions provide, among other things, that:

Moreover, because New Syntec Optics is incorporated in Delaware, it will be governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in excess of 15% of the New Syntec Optics outstanding voting stock from merging or combining with New Syntec Optics for a period of three years after the date of the transaction in which the person acquired in excess of 15% of the New Syntec Optics outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

New Syntec Optics will be an emerging growth company and any decision to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make New Syntec Optics’ common stock less attractive to investors.

OmniLit currently is, and following the Business Combination, New Syntec Optics will be, an “emerging growth company,” as defined in the JOBS Act. For as long as it continues to be an emerging growth company, New Syntec Optics may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

As a result, the stockholders may not have access to certain information that they may deem important. New Syntec Optics’ status as an emerging growth company will end as soon as any of the following takes place:

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. New Syntec Optics may elect to take advantage of this extended transition period and as a result, its financial statements may not be comparable with similarly situated public companies.

New Syntec Optics cannot predict if investors will find New Syntec Optics’ common stock less attractive if it chooses to rely on any of the exemptions afforded emerging growth companies. If some investors find New Syntec Optics’ common stock less attractive because New Syntec Optics relies on any of these exemptions, there may be a less active trading market for New Syntec Optics’ common stock and the market price of New Syntec Optics’ common stock may be more volatile and may decline.

If New Syntec Optics fails to maintain an effective system of disclosure controls and internal control over financial reporting, New Syntec Optics’ ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in New Syntec Optics and, as a result, the market price of New Syntec Optics common stock.

As a public company, New Syntec Optics will be required to comply with the requirements of the Sarbanes-Oxley Act, including, among other things, that New Syntec Optics maintain effective disclosure controls and procedures and internal control over financial reporting. Syntec Optics is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by New Syntec Optics in the reports that New Syntec Optics will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to New Syntec Optics’ management, including New Syntec Optics’ principal executive and financial officers.

Syntec Optics must continue to improve its internal control over financial reporting. New Syntec Optics will be required to make a formal assessment of the effectiveness of its internal control over financial reporting and once New Syntec Optics ceases to be an emerging growth company, New Syntec Optics will be required to include an attestation report on internal control over financial reporting issued by New Syntec Optics’ independent registered public accounting firm. To achieve compliance with these requirements within the prescribed time period, New Syntec Optics will be engaging in a process to document and evaluate New Syntec Optics’ internal control over financial reporting, which is both costly and challenging. In this regard, New Syntec Optics will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of New Syntec Optics’ internal control over financial reporting, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. There is a risk that New Syntec Optics will not be able to conclude, within the prescribed time period or at all, that New Syntec Optics’ internal control over financial reporting is effective as required by Section 404 of the Sarbanes- Oxley Act. Moreover, New Syntec Optics’ testing, or the subsequent testing by New Syntec Optics’ independent registered public accounting firm, may reveal additional deficiencies in New Syntec Optics’ internal control over financial reporting that are deemed to be material weaknesses.

Any failure to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, including the identification of one or more material weaknesses, could cause investors to lose confidence in the accuracy and completeness of New Syntec Optics’ financial statements and reports, which would likely have an adverse effect on the market price of New Syntec Optics’ common stock. In addition, New Syntec Optics could be subject to sanctions or investigations by the stock exchange on which New Syntec Optics’ common stock is listed, the SEC and other regulatory authorities.

Insiders will continue to have substantial influence over New Syntec Optics after the Business Combination, which could limit your ability to affect the outcome of key transactions, including a change of control.

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. Mr. Kapoor will own approximately 81% of the New Syntec Optics Common Stock following the Business Combination, which represents a majority ownership of New Syntec Optics. This ownership level is based upon his interests in both OmniLit Sponsor LLC and Syntec Optics, Inc.

Therefore, the Insiders (New Syntec Optics’ executive officers, directors and their affiliates as a group) of New Syntec Optics will control approximately 87%. 

As a result, these stockholders, if they act together, will be able to influence New Syntec Optics’ management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of New Syntec Optics’ organizational documents and approval of significant corporate transactions. Mr. Kapoor will retain voting and investment discretion following the business combination given Mr. Kapoor’s holdings of approximately 81% the outstanding shares of New Syntec Optics, will be able to influence the corporate decisions without having to act with other stockholders. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of New Syntec Optics and might affect the market price of New Syntec Optics’ common stock.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that: (1) none of the public stockholders exercise their redemption rights with respect to their public shares; (2) OmniLit does not issue any additional equity securities prior to the Business Combination and no other event occurs that would change the Merger Consideration from what it would have been as of the date of the initial signing of the Business Combination Agreement; and (3) there is no exercise of OmniLit’s 14,108,000 outstanding warrants at an exercise price of $11.50 per share (which warrants are not exercisable until 30 days after the completion of the Business Combination). If the actual facts differ from these assumptions, the numbers of shares and percentage interests set forth above will be different.

Following the Closing, New Syntec Optics will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and operating results.

Following the consummation of the Business Combination, New Syntec Optics will face increased legal, accounting, administrative and other costs and expenses as a public company that Syntec Optics does not incur as a private company and these expenses may increase even more after New Syntec Optics is no longer an “emerging growth company.” The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the Nasdaq securities exchanges and Nasdaq Listing Rules, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Syntec Optics to carry out activities Syntec Optics has not done previously. For example, New Syntec Optics will create new board committees, enter into new insurance policies and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if management or New Syntec Optics’ independent registered public accounting firm identifies additional material weaknesses in the internal control over financial reporting), New Syntec Optics could incur additional costs rectifying those issues, the existence of those issues could adversely affect New Syntec Optics’ reputation or investor perceptions of it and it may become more expensive to obtain director and officer liability insurance. Risks associated with New Syntec Optics’ status as a public company may make it more difficult to attract and retain qualified persons to serve on the New Syntec Optics board of directors or as executive officers. In addition, as a public company, New Syntec Optics may be subject to stockholder activism, which can lead to substantial costs, distract management and impact the manner in which New Syntec Optics operates its business in ways it cannot currently anticipate. As a result of disclosure of information in this proxy statement and in filings required of a public company, New Syntec Optics’ business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, New Syntec Optics’ business and results of operations could be materially adversely affected and even if the claims do not result in litigation or are resolved in New Syntec Optics’ favor, these claims and the time and resources necessary to resolve them could divert the resources of New Syntec Optics’ management and adversely affect New Syntec Optics’ business and results of operations. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Syntec Optics to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Because there are no current plans to pay cash dividends on the New Syntec Optics common stock for the foreseeable future, you may not receive any return on investment unless you sell your New Syntec Optics common stock at a price greater than what you paid for it.

New Syntec Optics intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of New Syntec Optics common stock will be at the sole discretion of the New Syntec Optics board of directors. The New Syntec Optics board of directors may take into account general and economic conditions, New Syntec Optics’ financial condition and results of operations, New Syntec Optics’ available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by New Syntec Optics to its stockholders or by its subsidiaries to it and such other factors as the New Syntec Optics board of directors may deem relevant. As a result, you may not receive any return on an investment in New Syntec Optics common stock unless you sell your New Syntec Optics common stock for a price greater than that which you paid for it.

DUE DILIGENCE PROCESS

OmniLit’s stockholders are urged to read the due diligence section carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by OmniLit, as well as other qualifications contained herein.

In connection with the due diligence, OmniLit made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances to enable OmniLit to perform due diligence. OmniLit also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation in general, and with respect to similar transactions in particular. OmniLit’ procedures, investigations and financial analyses with respect to the performance of due diligence included, but were not limited to:

In performing its analyses with respect to the Business Combination, OmniLit:

Opinion of Special Committee’s Financial Advisor

Benchmark provides investment banking and advisory services to institutions and companies, and its investment banking practice provides valuation services in connection with financings, and mergers and acquisitions for both public and private companies. Pursuant to a letter agreement dated April 5, 2023, the Special Committee of the Board retained Benchmark to act as financial advisor in connection with the Business Combination and to provide a written opinion (the “Benchmark Opinion”) to the Special Committee and the Board as to whether the consideration to be paid by OmniLit in the Business Combination is fair to OmniLit’s unaffiliated stockholders from a financial point of view. OmniLit selected Benchmark based on various considerations that included experience with similar transactions, reputation, knowledge of the relevant industry, fee proposal, and relevant qualifications of team members.

On April 26, 2023, Benchmark reviewed its preliminary financial analysis and rendered an oral opinion to the Board, and on May 9, 2023, Benchmark updated its financial analysis and confirmed its previously-rendered verbal opinion in writing by delivery of Benchmark’s written opinion addressed to the Special Committee, that the consideration to be paid by OmniLit in the Business Combination pursuant to the Agreement and Plan of Merger (the “Business Combination Agreement”), as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, is fair to OmniLit’s unaffiliated stockholders from a financial point of view.

The Benchmark Opinion is addressed to, and is intended for the use, information and benefit of the Special Committee and the Board (solely in their capacity as such) and only addressed the fairness, from a financial point of view, of the consideration to be paid by OmniLit in the Business Combination to OmniLit’s unaffiliated stockholders as of the date of such opinion and does not address any other aspect or implication of the Business Combination or any other agreement, arrangement, or understanding. The Benchmark Opinion does not address the underlying business decision of OmniLit to engage in the Business Combination, or the relative merits of the Business Combination as compared to any strategic alternatives that may be available to OmniLit; nor does it address any legal, regulatory, tax or accounting matters. Benchmark expressed no opinion or view as to any terms or other aspects of the Business Combination, including, without limitation, the form or structure of the Business Combination or any ongoing obligations of the parties pursuant to the Business Combination Agreement. The Benchmark Opinion addresses only the fairness, from a financial point of view, to the unaffiliated stockholders of OmniLit as of May 9, 2023, of the consideration to be paid in the Business Combination pursuant to the Business Combination Agreement.

The Benchmark Opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Benchmark as of the date of the Benchmark Opinion, and Benchmark assumed no responsibility for updating, revising or reaffirming the Benchmark Opinion based on circumstances, developments or events occurring after the date of the Benchmark Opinion. The issuance of the Benchmark Opinion was approved by its internal fairness opinion review committee. The Board has not obtained nor will obtain an additional updated fairness opinion prior to the Closing, and changes in the operations and prospects of Syntec Optics, general market and economic conditions and other factors that may be beyond the control of OmniLit and Syntec Optics, and on which the Benchmark Opinion was based, may alter the value of Syntec Optics or the price of OmniLit’s securities by the time the Business Combination is completed. The Benchmark Opinion does not speak to any date other than the date of such opinion, and as such, the Benchmark Opinion will not address the fairness of the consideration, from a financial point of view, at any date after the date of such opinion, including at the time the Business Combination is completed.

The full text of the written opinion of Benchmark, dated May 9, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex H to this joint proxy statement/prospectus. The following summary of Benchmark’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Benchmark provided its opinion for the information and assistance of the Special Committee and board in connection with their consideration of the Business Combination. Benchmark’s opinion was not intended to and does not constitute a recommendation as to how any of OmniLit’s stockholders should vote or take any action with respect to the Business Combination or any other matter.

In connection with rendering its opinion, Benchmark reviewed and considered such financial and other matters as deemed relevant thereby, including, among other things:

In arriving at its opinion, Benchmark relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Benchmark, discussed with or reviewed by Benchmark, or publicly available, and do not assume any responsibility with respect to such data, material and other information. Benchmark relied upon and assumed no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Syntec Optics since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Benchmark that would be material to its analyses or opinion and is no information or facts that would make any of the information reviewed by Benchmark incomplete or misleading. In addition, Benchmark relied upon and assumed that the final form of the Business Combination Agreement did not differ in any material respect from the latest draft of the Business Combination Agreement provided to Benchmark as identified above. Benchmark did not make any independent evaluation or appraisal of the assets or liabilities of OmniLit or Syntec Optics nor was Benchmark furnished with any such independent evaluations or appraisals. The Benchmark Opinion was based upon financial, economic, market and other conditions as they existed on, and should be evaluated as of, the date of such opinion.

Benchmark was not requested to, and did not (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Business Combination, the securities, assets, businesses or operations of OmniLit or Syntec Optics or any other party, or any alternatives to the Business Combination, (b) negotiate the terms of the Business Combination or (c) advise OmniLit’s board of directors or any other party with respect to alternatives to the Business Combination.

Financial Analyses

The following is a summary of the material financial analyses performed by Benchmark in connection with the preparation of its fairness opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Benchmark, nor does the order of analyses described represent the relative importance or weight given to those analyses.

The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Benchmark. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Benchmark. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Benchmark or the Board. Except as otherwise noted, the following quantitative information, to the extent it is based on market data, is based on market data as it existed on or before May 8, 2023, and is not necessarily indicative of current market conditions. All analyses conducted by Benchmark were going-concern analyses and Benchmark expressed no opinion regarding the liquidation value of any entity.

Benchmark completed a series of financial analyses to derive a range of potential equity values for Syntec Optics and calculated the value of the implied stake of the Company’s non-redeeming unaffiliated stockholders at Closing. Benchmark’s financial analysis employed three customary approaches in conducting its analyses and arriving at the Benchmark Opinion, with no particular weight given to any:

Selected Public Company Analysis

Benchmark performed a selected public company analysis by analyzing the valuation of publicly-listed companies that Benchmark deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark reviewed publicly available financial and stock market information for publicly-listed companies involved in photonics, optics and opto-electronics products, components and services. Benchmark reviewed, among other things, enterprise values (EV) of the selected companies, calculated as equity values based on closing stock prices on May 8, 2023, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) forecasts based on consensus analysts’ estimates for the years 2023 and 2024. Benchmark’s analysis identified the following 8 companies, which Benchmark deemed comparable to Syntec Optics but none of which is identical to Syntec Optics:

Benchmark applied the selected public companies’ average forward enterprise value to revenue multiples to Syntec Optics’ 2023 and 2024 revenue forecasts provided to it by OmniLit, and the selected public companies’ average forward enterprise value to EBITDA multiple to Syntec Optics’ 2023 and 2024 EBITDA forecasts provided to it by OmniLit, to estimate enterprise values for Syntec Optics, which were then adjusted for Syntec Optics’ estimated net debt, to estimate equity values for Syntec Optics, resulting in an estimated equity value range of $277.4 million to $637.8 million.

Precedent Transaction Analysis

Benchmark performed a precedent transaction analysis by analyzing recent mergers and acquisitions involving companies that it deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark analyzed the valuation of M&A transactions completed over the last three years involving technology companies primarily focused on the development, manufacturing and deployment of photonic, optics and opto-electronics products, components and services. Benchmark reviewed, among other things, the precedent transactions’ implied enterprise value multiples of revenue and EBITDA forecasts for one and two forward years for transactions where revenue and/or EBITDA forecasts were not available, transactions’ implied forward multiples were obtained by discounting the transactions’ implied enterprise value to revenue and EBITDA over the last twelve months (LTM) using Syntec Optics’ estimated discount rate (same as used in the discounted cash flow analysis) by 1 and 2 years to use as 2023 and 2024 multiples, respectively. Benchmark’s analysis identified the following 5 precedent transactions, which we deemed comparable to Syntec Optics but none of which is identical to Syntec Optics:

Benchmark applied the precedent transactions’ average implied enterprise value to revenue multiples to Syntec Optics’ 2023 and 2024 revenue forecasts, provided to it by OmniLit, and the precedent transactions’ average implied enterprise value to EBITDA multiples to Syntec Optics’ 2023 and 2024 EBITDA forecast, provided to it by OmniLit, to estimate enterprise values for Syntec Optics, which were then adjusted for Syntec Optics’ estimated net debt to estimate equity values for Syntec Optics, resulting in an estimated equity value range of $206.8 million to $486.6 million.

Discounted Cash Flow Analysis

Benchmark performed a discounted cash flow analysis of Syntec Optics to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Syntec Optics was forecasted to generate over the calendar years 2023 through 2025, using the Syntec Optics financial forecasts provided to Benchmark by OmniLit. The analysis included the following key assumptions, among others:

Benchmark calculated terminal values for Syntec Optics by applying terminal multiples of 6.3x to Syntec Optics’ 2025 revenue forecast and 25.3x Syntec Optics’ 2025 EBITDA forecast, as provided to Benchmark by OmniLit, and the terminal multiples were based on the average enterprise value to revenue and EBITDA multiples of the selected public companies. The discounted cash flow analysis resulted in a range of enterprise value estimates for Syntec Optics, which was then adjusted for Syntec Optics’ estimated net debt to estimate equity values for Syntec Optics, resulting in an estimated equity value range of $529.5 million to $737.9 million.

Summary

Based on Benchmark’s analysis of the Business Combination and the average estimated equity values of Syntec Optics based on the financial analyses described above, and taking into account the remaining cash in trust at Closing, sponsor shares, performance-based earnout shares and transaction-related fees and expenses, the proforma equity stake of non-redeeming unaffiliated stockholders of OmniLit assuming no redemptions is estimated to be approximately 3.4%, which implies an estimated equity value attributable to OmniLit’s unaffiliated stockholders at the Closing of the Business Combination of between approximately $8.78 and $15.90 per share, and the proforma equity stake of non-redeeming unaffiliated stockholders of OmniLit assuming 90% redemption is estimated to be approximately 0.35%, which implies an estimated equity value attributable to OmniLit’s unaffiliated stockholders at the Closing of the Business Combination of between approximately $8.73 and $16.07 per share, compared to an estimated redemption value of $10.49 per share.

Miscellaneous

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, Benchmark considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of OmniLit and Syntec Optics. The estimates of the future performance of Syntec Optics in or underlying Benchmark’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Benchmark’s analyses. These analyses were prepared solely as part of Benchmark’s analysis of the fairness, from a financial point of view, to OmniLit’s unaffiliated stockholders of the consideration to be paid by OmniLit in the Business Combination and were provided to the OmniLit Board in connection with the delivery of the Benchmark Opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Benchmark’s view of the actual value of Syntec Optics.

OmniLit has agreed to pay Benchmark for their services in connection with the Business Combination an aggregate fee of $300,000, of which (a) $75,000 being paid to Benchmark upon the execution of the engagement letter among the parties, (b) $75,000 being paid to Benchmark upon the delivery of the opinion, and (c) an additional $150,000 being paid to Benchmark upon the earlier of (i) the closing of the Business Combination, or (ii) August 15, 2023, which is not contingent upon either the conclusion expressed in the Benchmark Opinion or on the consummation of the Business Combination. OmniLit has also agreed to indemnify Benchmark against certain potential liabilities in connection with Benchmark’s services in rendering the Benchmark Opinion and to reimburse Benchmark for certain of its expenses, if any, incurred in connection with Benchmark’s engagement with OmniLit. Over the last two years, Benchmark has not provided any other services to OmniLit or Syntec Optics for which Benchmark received compensation. Benchmark may seek to provide other financial advisory or investment banking services to OmniLit, Syntec Optics and/or their affiliates and other participants in the Business Combination in the future for which Benchmark may receive compensation, although as of the date of the Benchmark Opinion, there was no agreement to do so nor any mutual understanding that such services were contemplated.

Benchmark comprises a research, sales and trading, and investment banking firm engaged in securities, commodities and derivatives trading and other broker activities, as well as providing financing and financial advisory services and other commercial services to a wide range of companies and individuals. In the ordinary course of its business, Benchmark may have actively traded the equity or debt securities of OmniLit or Syntec Optics and may continue to actively trade such securities for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments. In addition, certain individuals who are employees of, or are affiliated with, Benchmark may have in the past and may currently be stockholders of OmniLit or Syntec Optics.

The analysis was only one of the many factors considered by the OmniLit Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of the OmniLit Board. In connection with the updated financial projections provided to OmniLit on or about August 31, 2023, the OmniLit Board determined not to request The Benchmark Company to update its fairness opinion to reflect the Updated Projections. The OmniLit Board determined, based on its review and analysis of the Updated Projections, that the Updated Projections would not alter the conclusion reached by The Benchmark Company in its fairness opinion because the ascribed enterprise value of $325 million was still within the implied value range when considering the Updated Projections and appears on the lower end of the value range.

ANNUAL MEETING OF OMNILIT STOCKHOLDERS

General

OmniLit is furnishing this proxy statement to OmniLit’s stockholders as part of the solicitation of proxies by the OmniLit Board for use at the annual meeting of OmniLit stockholders to be held on October 31, 2023 and at any adjournment or postponement thereof. This proxy statement provides OmniLit’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the annual meeting.

Date, Time and Place

The annual meeting of stockholders will be held at 11:00 a.m. Eastern Time, 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.

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.

Purpose of the OmniLit Annual Meeting

At the annual meeting, OmniLit is asking holders of OmniLit common stock to consider and vote upon:

Recommendation of the OmniLit Board

The OmniLit Board unanimously recommends that 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.

Record Date; Persons Entitled to Vote

OmniLit has fixed the close of business on October 6, 2023, as the record date for determining OmniLit stockholders entitled to notice of and to attend and vote at the annual meeting. As of the close of business on the record date, there were 6,139,716 shares of OmniLit common stock outstanding and entitled to vote. Each share of OmniLit common stock is entitled to one vote per share at the annual meeting.

Quorum

The presence at the annual meeting by attendance in person (via the virtual meeting platform) or by proxy, of a majority of the voting power of all the outstanding shares of OmniLit common stock as of the record date entitled to vote constitutes a quorum at the annual meeting. 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.

Vote Required for Approval

The approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote of holders of the majority of the stockholders of OmniLit’s shares of common stock present at the annual meeting and entitled to vote thereon. 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 Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal will have the same effect as a vote “AGAINST” such proposals.

The approval of the Charter Proposal requires the affirmative vote of holders of a majority of stockholders 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. Based upon the approximate 78% ownership of the Sponsor and the Insiders, we will have sufficient stockholder approval to approve the Business Combination.

Approval of the Director Election Proposal will require the vote by a plurality of the shares of the Common Stock present in person by virtual attendance or represented by proxy and entitled to vote 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. It is important for you to note that in the event that the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or, the Director Election Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination.

Effect of Abstentions and Broker Non-Votes

Abstentions will have the same effect as a vote “AGAINST” each of 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. Abstentions will have no effect on the Director Election Proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the annual meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the annual meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

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. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the Charter Proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of OmniLit common stock that you own in your name entitles you to one vote. 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.

There are two ways to vote your shares of OmniLit common stock at the annual meeting:

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way OmniLit can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of OmniLit common stock, you may call OmniLit’s proxy solicitor, Colonial Stock Transfer Co, Inc., toll-free at (801) 355-5740.

Redemption Rights

Pursuant to our current certificate of incorporation, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote “FOR” or “AGAINST” the Business Combination Proposal. Any stockholder holding public shares as of the record date who votes “FOR” or “AGAINST” the Business Combination Proposal may demand that OmniLit redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $10.62 per share as of October 4, 2023), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, OmniLit will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination. 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.

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 Sponsor and the Insiders will not have redemption rights with respect to any shares of OmniLit common stock owned by them, directly or indirectly in connection with the Business Combination.

Holders may demand redemption by delivering their stock, either physically or electronically using the Depository Trust Company’s DWAC System, to the Transfer Agent prior to the vote at the annual meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then OmniLit’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, OmniLit will promptly return any shares delivered by public holders. Additionally, if OmniLit would be left with less than $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination as a result of the holders of public shares properly demanding redemption of their shares for cash, OmniLit will not be able to consummate the Business Combination.

The closing price of OmniLit common stock on June 30, 2023, was $10.42 per share. The cash held in the trust account on such date was approximately $14,147,100 (approximately $10.49 per public share). Prior to exercising redemption rights, stockholders should verify the market price of OmniLit common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. OmniLit cannot assure its stockholders that they will be able to sell their shares of OmniLit common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

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 those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to the Transfer Agent prior to the vote at the annual meeting, and the Business Combination is consummated.

Appraisal Rights / Dissenter’s Rights

Neither stockholders, unitholders nor warrant holders of OmniLit have appraisal rights in connection the Business Combination under the DGCL.

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

Proxy Solicitation Costs

OmniLit is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail. OmniLit and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. OmniLit will bear the cost of the solicitation.

OmniLit has hired Colonial Stock Transfer Co, Inc. to assist in the proxy solicitation process. OmniLit will pay that firm a fee of approximately $5,000 plus disbursements. Such payment will be made from non-trust account funds.

OmniLit will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. OmniLit will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

OmniLit’s stockholders are being asked to approve the Business Combination with Syntec Optics described in this proxy statement, 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. The discussion in this proxy statement of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement, which is attached as Annex A to this proxy statement.

You should carefully read this proxy statement in its entirety for more detailed information concerning the Business Combination Agreement. Please see the subsection entitled “— Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement.

We may consummate the Business Combination only if it is approved by the affirmative vote of holders of the majority of OmniLit’s shares of common stock present at the annual meeting and entitled to vote thereon.

The Business Combination Agreement

This subsection of the proxy statement describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A to this proxy statement. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the disclosure schedules (the “disclosure schedules”), which are not filed publicly, and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement as characterizations of the actual state of facts about OmniLit, Merger Sub, Syntec Optics or any other matter.

On May 8, 2023, OmniLit, Merger Sub, and Syntec Optics entered into the Business Combination Agreement, which provides, among other things, that the parties to the Business Combination Agreement will cause articles of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which Merger Sub will merge with and into Syntec Optics, with Syntec Optics Holdings, Inc. as the surviving corporation in the Merger and, after giving effect to such merger, 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 approximately 31,600,000 shares of OmniLit common stock (at a deemed value of $10.00 per share) with an assumption of $9,000,000 in net cash debt. Up to 26,000,000 in additional shares of New Syntec Optics common stock may be issued to Syntec Optics stockholders in connection with the Contingent Earnout, which would be issued as restricted stock units as incentive grants pursuant to the New Syntec Optics 2023 Incentive Plan.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to Closing, including the Sponsor Support Agreement, the Registration Rights Agreement (each as hereinafter defined) and the other documents delivered pursuant to the Business Combination Agreement. See “— Related Agreements” for more information.

Consideration to Syntec Optics Holders in the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the holders of Syntec Optics Common Shares will receive a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio, multiplied by (ii) the number of Syntec Optics Common Shares held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share as to each such separate holder of Syntec Optics Common Shares. Further, in accordance with the terms and subject to the conditions of the Business Combination Agreement, the holders of Syntec Optics Common Shares will receive their pro rata portion of the Contingent Earnout Shares on the applicable earnout achievement dates to the extent due and issuable, with fractional shares rounded to the nearest whole share as to each such separate holder of Syntec Optics Common Shares.

Holders of Syntec Optics common stock will have the contingent right to receive up to 26,000,000 shares of New Syntec Optics common stock in the aggregate (“Contingent Earnout Shares”), as follows:

Management of New Syntec Optics will have the contingent right to receive up to 2,000,000 shares of New Syntec Optics common stock in the aggregate (“Performance-based-Earnout”), as follows:

Closing and Effective Time of the Business Combination