8-K
filed November 14, 2023, 6:59 PM ET
ticker OPTX
CIK 0001866816
M&A
confidence high
sentiment neutral
materiality 0.80
SYNTEC OPTICS HOLDINGS, INC. (OPTX): M&A transaction — Syntec Optics completes SPAC merger, 1.05M shares redeemed, Al Kapoor controls 83.5%
SYNTEC OPTICS HOLDINGS, INC.
- Merger closed Nov 7, 2023; OmniLit renamed Syntec Optics Holdings, Inc.; shares started trading OPTX on Nasdaq Nov 8.
- 1,051,450 public shares redeemed at ~$10.68/share (~$11.2M); remaining trust $3.17M used for expenses and corporate purposes.
- Post-combination shares outstanding: 36,868,266; Al Kapoor beneficially owns 83.49% of common stock.
- New credit agreement: revolver increased to $10M (from $8M), interest rate SOFR+225bps (down from +310bps), new $5M equipment facility.
- Contingent earnout: up to 26M additional shares at stock prices $12.50/$14.00/$15.50 within 5 years; performance earnout up to 2M shares based on revenue/EBITDA.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.98
SYNTEC OPTICS HOLDINGS, INC.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2023-11-07).
- Change
- shell status
- Effective
- 2023-11-07
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
SYNTEC OPTICS HOLDINGS, INC.: Amended and Restated Certificate of Incorporation became effective on November 7, 2023 in connection with the consummation of the Transactions (effective 2023-11-07).
- Change
- charter amendment
- Effective
- 2023-11-07
Exact text from the filing
On November 7, 2023, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by OmniLit’s stockholders at the Annual Meeting and became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
SYNTEC OPTICS HOLDINGS, INC.: Amended and Restated Bylaws became effective on November 7, 2023 in connection with the consummation of the Transactions (effective 2023-11-07).
- Change
- bylaw amendment
- Effective
- 2023-11-07
Exact text from the filing
On November 7, 2023, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “ A&R Bylaws ”) were approved by OmniLit’s stockholders at the Annual Meeting and became effective.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SYNTEC OPTICS HOLDINGS, INC. underwent a change of control involving Syntec Optics, Inc. for $316,000,000 (closed 2023-11-07).
- Action
- change of control
- Counterparty
- Syntec Optics, Inc.
- Consideration
- $316,000,000
- Closing
- 2023-11-07
Exact text from the filing
”), totaling 31,600,000 shares (including the conversion and assumption of the options to purchase shares of Legacy Syntec Common Stock described below), which is equal to (x) $316,000,000 divided by (y) $10.00 (the “ Merger Consideration ”) and (ii) the contingent right to receive Earnout Shares (as defined below) (which may be zero) following the Closing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
SYNTEC OPTICS HOLDINGS, INC. entered into Credit Agreement with the lender valued at increased the revolving line of credit from $8,000,000 to $10,000,000.
- Action
- entry
- Agreement
- credit facility
- Counterparty
- the lender
- Value
- increased the revolving line of credit from $8,000,000 to $10,000,000
Exact text from the filing
Syntec Optics, Inc. refinanced its existing loan facilities. Pursuant to the terms of the new Credit Agreement with the lender, the proceeds of the refinancing were used
View on SEC.gov
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