OmniLit Acquisition Corp. signs merger agreement with Syntec Optics

SYNTEC OPTICS HOLDINGS, INC.

On May 9, 2023, OmniLit entered into a Business Combination Agreement with Syntec Optics and Merger Sub.
Syntec Optics stockholders will receive ~31.6M OmniLit Class A shares; plus 26M contingent earnout shares at $12.50/$14/$15.50 price thresholds.
Additional performance earnout of up to 2M shares for management based on 2024/2025 revenue and adjusted EBITDA targets ($75M/$22.6M and $196M/$50.6M).
Syntec Optics is an affiliate of sponsor; CEO/Chair Al Kapoor also chairman and majority stockholder of Syntec Optics (related-party transaction).
Board and Special Committee unanimously approved; Benchmark Company provided fairness opinion; closing requires stockholder approval and Nasdaq listing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SYNTEC OPTICS HOLDINGS, INC. entered into Agreement and Plan of Merger with OmniLit Acquisition Corp. valued at Business Combination Agreement: merger of Merger Sub with Syntec Optics; issuance of ~31.6M shares t (effective 2023-05-09).

Action: entry
Agreement: merger
Counterparty: OmniLit Acquisition Corp.
Value: Business Combination Agreement: merger of Merger Sub with Syntec Optics; issuance of ~31.6M shares t
Effective: 2023-05-09

Exact text from the filing

On May 9, 2023, OmniLit entered into an Agreement and Plan of Merger (the " Business Combination Agreement ") with Syntec Optics, Inc., a Delaware corporation (" Syntec Optics "), and Optics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of OmniLit (" Merger Sub ").

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SYNTEC OPTICS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001493152-23-016220

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