---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-041322"
form_type: "8-K"
ticker: "OPTX"
cik: "0001866816"
company_name: "SYNTEC OPTICS HOLDINGS, INC."
filed_at: "2023-11-14T23:59:59+00:00"
generated_at: "2026-06-08T04:04:47.076037+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Syntec Optics completes SPAC merger, 1.05M shares redeemed, Al Kapoor controls 83.5%

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-23-041322
- form_type: 8-K
- ticker: OPTX
- cik: 0001866816
- company_name: SYNTEC OPTICS HOLDINGS, INC.
- filed_at: 2023-11-14T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 3.03, 5.03, 5.06, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-041322
- JSON: https://secwatch.observer/filing/0001493152-23-041322.json
- Plain text: https://secwatch.observer/filing/0001493152-23-041322.txt

## Key facts
- Governance Changes
  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
  source text: As a result of the Business Combination, the Company ceased to be a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm
- M&A Transactions
  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
  source text: ”), 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866816/000149315223041322/0001493152-23-041322-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.