SecProbe.io

United States securities and exchange commission logo
June 8, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re:OmniLit Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271822
Dear Al Kapoor:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-4, filed May 15, 2023
Cover Page
1.We note your statement that a business combination with Syntec Optics was not
conditioned on any cash at close due to, among other things, Syntec Optics being "cash
flow positive for over two decades." The financial statements for Syntec Optics included
in the Registration Statement appear to show net decreases in cash of $1,777,259
and $403,889 for the years ended December 31, 2022 and 2021, respectively. Please
clarify if this statement refers to Syntec Optics' free cash flows, cash flows from operating
activities or a different measure of cash flow, or if you are referencing aggregate cash
flows over an extended period of time.
2.We note your statement that "Syntec Optics was formed more than two decades ago from
the aggregation of three advanced manufacturing companies that were started in the

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 2
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 2
1980s." We also note your statements on page F-22 that "[e]ffective December 28, 2022,
Wordingham Machine Co., Inc. and Rochester Tool and Mold, Inc. were merged with and
into Syntec Technologies, Inc., with Syntec Technologies, Inc. being the surviving
corporation (the Merger)" and "Syntec Technologies, Inc. amended its name to Syntec
Optics, Inc." Please clarify if the three advanced manufacturing companies being referred
to are Wordingham Machine Co., Rochester Tool and Mold, Inc. and Syntec
Technologies, Inc. If so, please explain the relationship between these businesses prior to
their merger in December 2022 and how Syntec Optics was formed from their aggregation
more than two decades ago.
3.We note your statement that the end-markets that Syntec Optics serves (defense,
biomedical, and consumer) "are well-established and believed to be acyclical." Revise to
attribute the claim to the source or provide a reasonable basis and clarify that it is your
belief that these end-markets are acyclical.
4.We refer to your statement that "Syntec Optics plans to enter new end-markets in an effort
to further consolidate a fragmented industry and add to its current U.S.-based process 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." Please
revise to balance this disclosure to identify the new end-markets you are planning to enter,
your anticipated timeline for entering these markets, and what steps you have taken to
date. To the extent that you have not taken affirmative steps or have agreements in place,
please make that clear.
5.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a business
combination. Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the Sponsor and its affiliates are awaiting
reimbursement. Additionally, please expand your disclosure regarding the Sponsor and its
affiliates' ownership interest in the target company. Disclose the percentage ownership of
the target company and the approximate dollar value of the interest. Please discuss the
amount and value of Performance-based Earnout Shares and Contingent Earnout Shares
expected to be held by the Sponsor and its affiliates.
6.We note your disclosure that shares and warrants of New Syntec Optics are expected to be
listed on Nasdaq under new ticker symbols. Revise to clarify if the consummation of the
Business Combination is contingent upon approval from Nasdaq of the listing of the
common stock and warrants, and whether these conditions are waivable. Please also revise
the risk factor regarding Nasdaq listing on page 52 accordingly.
7.Please disclose on the cover page and in the prospectus summary whether the combined
company will be a “controlled company” as defined under the relevant Nasdaq listing
rules and, if so, whether you intend to rely on the exemptions as a controlled company. If
applicable, please include risk factor disclosure that discusses the effect, risks and
uncertainties of being designated a controlled company, including but not limited to, the

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 3
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 3
result that you may elect not to comply with certain corporate governance requirements.
8.You state that one of the factors that a business combination with Syntec Optics was not
conditioned on any cash at close is there being no distribution requirement at Closing to
Syntec Optics stockholders. Please revise to explain the term "distribution
requirement." We note that you are registering 68,513,687 shares of common stock of
OmniLit Acquisition Corp., which will be renamed Syntec Optics Holdings, Inc.
Frequently Used Terms, page 1
9.Please clarify the definition of “Aggregate Fully Diluted Company Common Shares” as
used in the proxy statement.
Questions and Answers About the Proposals
Q: Why is OmniLit proposing the Business Combination?, page 9
10.We note your statement that "Imperial Capital will receive a deferred fee upon the
consummation of the Merger in an amount equal to, in the aggregate, $500,000, an
amount reduced from the $5,031,250 listed in the IPO prospectus." It appears that these
underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at
each redemption level presented in your sensitivity analysis related to dilution.
11.We refer to your statement that "in connection with the 2022 Special Meeting, OmniLit
and OmniLit Sponsor LLC signed several non-redemption agreements with public
stockholders. The non-redemption agreements gave rights and interests to signees to
OmniLit Founder Shares for reversing their redemption elections." Please describe the
consideration provided in exchange for these non-redemption agreements and the total
number of shares of common stock subject to the agreements. Please note whether the
non-redemption agreements prevent the public stockholders from redeeming their shares
in connection with the Business Combination. Finally, please revise your disclosure in the
Background of the Business Combination section to discuss the negotiation of these non-
redemption agreements and the nine month extension and how such events related to your
negotiation of a business combination.
Q: What are the interests of OmniLit's directors and officers in the Business Combination?, page
12
12.We note your statement that "[t]t 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 91%
(excluding the 26,000,000 Contingent Earnout Shares) of New Syntec Optics." These
percentages sum to 107% of the outstanding shares of New Syntec Optics. Please revise or
clarify if any holdings are included in multiple categories. Additionally, it appears Mr.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 4
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 4
Kapoor will own approximately 74% of the New Syntec Optics Common Stock following
the Business Combination. Please include a reference to Mr. Kapoor's holdings
individually rather than aggregated with the other current stockholders of Syntec Optics as
it appears he will retain a majority interest in the Company.
Questions and Answers About the Proposals
What equity stake will current stockholders of OmniLit and Syntec Optics hold in the New
Syntec Optics after the closing?, page 14
13.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders at each redemption level, taking
into account not only the money in the trust account, but the post-transaction equity value
of the combined company. Your disclosure should show the impact of certain equity
issuances on the per share value of the shares, including the exercises of public and
private warrants, and the issuance of any earn-out shares under each redemption scenario.

Questions and Answers About the Proposals
Q: Will OmniLit obtain new financing in connection with the Business Combination?, page 16
14.We note your statement that "OmniLit may obtain new financing in connection with the
Business Combination." Please clarify if you intend to obtain any new financing at this
time and update your disclosures accordingly as the filing review progresses.
Interests of Certain Persons in the Business Combination, page 28
15.We note the disclosure that OmniLit’s officers and directors and their affiliates are entitled
to reimbursement of out-of-pocket expenses incurred by them in connection with certain
activities on OmniLit’s behalf, such as identifying and investigating possible business
targets and business combinations. Please revise to disclose the estimated out-of-pocket
expenses incurred in connection with such activities, and clarify whether there are
limitations to such reimbursement expenses.
Summary of the Proxy Statement
Business of Syntec Optics, page 34
16.We note your statement here that "[o]ptics is currently enabling 11% of the global
economy." If true, please clarify that this 11% figure represents the estimated value of the
global optics and photonics market relative to annual global gross domestic product. We
also note your statement on page 165 that "[u]ltimately, [y]our vertically integrated
advanced manufacturing platform offers [y]our clients across several end markets
competitively priced and disruptive light-enabled technologies and sub-systems that
impacts roughly 11% of the global economy." If true, please revise this statement to
clarify that the 11% figure is an estimate of your potential addressable market and not an
estimate of your existing manufacturing platform.

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 5
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 5
Cautionary Statements Regarding Forward-Looking Statements, page 41
17.We note your reliance upon the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Because the application of the
safe harbor to your initial business combination is unsettled, please condition your
reliance with qualifying language that the protections of the safe harbor of the Private
Securities Litigation Reform Act of 1995 may not be available.
Risk Factors
Risks Related to Cybersecurity, Technology, Proprietary Techniques and Intellectual Property,
page 43
18.We note your disclosure on page F-35 that the Company generated 50% of revenues for
the year ended December 31, 2022 from three customers and 54% of revenues for the year
ended December 31, 2021 from three customers. Please include risk factor disclosure
regarding your customer concentration. Please also include expanded disclosure in your
MD&A and business sections as appropriate or provide analysis explaining why the
customer concentration is not material to you.
The Sponsor and the Insiders have agreed to vote in favor of the Business Combination,
regardless of how OmniLit's public stockholders vote., page 49
19.We note your disclosure on page 78 that 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. Revise the risk factor to clarify, if true, that you will
have sufficient stockholder approval to approve the Business Combination.
Risk Factors
Future resales of our outstanding securities, including the registration of securities for resale
under the Registration Rights Agreement, page 52
20.Please revise to quantify the number of shares that you may be required to register or are
subject to registration right agreements.
The rights of holders of OmniLit and Syntec Optics capital stock will change as a result of the
Business Combination., page 65
21.We note that the Second Amended and Restated Certificate of Incorporation will provide
for a classified board. Please include specific risk factor disclosure regarding the classified
board rather than a cross reference to the Comparison of Stockholders’ Rights.
Risk Factors
Risks Related to Ownership of New Syntec Optics' Common Stock
Insiders will continue to have substantial influence over New Syntec Optics after the Business

 FirstName LastNameAl Kapoor
 Comapany NameOmniLit Acquisition Corp.
 June 8, 2023 Page 6
 FirstName LastNameAl Kapoor
OmniLit Acquisition Corp.
June 8, 2023
Page 6
Combination, which could limit..., page 68
22.We note your statements that upon the consummation of the Business
Combination, "Sponsor will beneficially own approximately 12% of New Syntec Optics’
common stock outstanding, and New Syntec Optics’ executive officers, directors and their
affiliates as a group will beneficially own approximately 75% of New Syntec Optics’
common stock" and that "[a]s 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." The beneficial ownership table included on page 186 appears to
show Al Kapoor individually holding 74.45% of the New Syntec Optics Common Stock
and the second footnote to the table states that "Al Kapoor has voting and investment
discretion with respect to the shares held by OmniLit Sponsor LLC, and as such, he may
be deemed to have beneficial ownership of the Class B common stock held directly by
OmniLit Sponsor LLC." Please expand on the disclosure in this risk factor to note the
anticipated beneficial ownership of Mr. Kapoor individually in addition to New Syntec
Optics’ executive officers, directors and their affiliates as a group. To the extent Mr.
Kapoor will retain voting and investment discretion over the Sponsor's shares following
the Merger, please clearly disclose this and note the aggregate beneficial ownership
percentage. Similarly, please revise the statement suggesting the stockholders would need
to act together to influence corporate decisions as it appears Mr. Kapoor will hold a
majority of the outstanding shares.
Proposal No. 1 - The Business Combination Proposal
Sources and Uses for the Business Combination, page 94
23.W