Form 425 - Prospectuses and communications, business combinations
October 31 2023 - 4:10PM
Edgar (US Regulatory)
Filed
by OmniLit Acquisition Corp. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
OmniLit
Acquisition Corp. Shareholders Approve Syntec Optics Merger
MIAMI
BEACH, FLORIDA (October 31, 2023) – OmniLit Acquisition Corp. (“OLIT”) (Nasdaq: OLIT), a publicly traded special
purpose acquisition company, today announced that its shareholders voted to approve the previously announced business combination with
Syntec Optics, Inc. (“Syntec Optics”) at OLIT’s Annual meeting of shareholders held today, October 31, 2023 (the “Annual
Meeting”).
Over
99.9% of the votes cast at the Annual Meeting for the Business Combination Proposal were cast in favor. OLIT shareholders also voted
to approve all other proposals presented at the Annual Meeting. OLIT plans to file the results of the Annual Meeting, as tabulated by
the inspector of election, with the Securities and Exchange Commission (the “SEC”) on a Form 8-K.
About
Syntec Optics
Syntec
Optics, headquartered in Rochester, NY, is one of the largest custom optics and photonics manufacturers in the United States. Operating
for more than two decades, Syntec Optics runs a state-of-the-art manufacturing facility with extensive core capabilities of various optics
manufacturing processes, both horizontally and vertically integrated, to provide a competitive advantage for OEM customers. Syntec Optics’
mission is to provide a U.S.-based scalable platform of optics and photonics manufacturing that keeps American soldiers out of harm’s
way, offers doctors technologically advanced tools for patient care, and delivers photonics-enabled precision to consumer products and
services. Syntec Optics recently launched new products including Low Earth Orbit satellite optics and light weight night vision goggle
optics. To learn more, visit www.syntecoptics.com.
About
OmniLit Acquisition Corp.
OmniLit
Acquisition Corp. (OmniLit) is a blank check company concentrated on identifying high-quality businesses with optics and photonics capabilities
for a business combination. To learn more, visit www.omnilitac.com.
Forward-Looking
Statements
This
press release 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. All statements other than statements of historical
fact contained in this press release, 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 OLIT), 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 OLIT 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 which include, but are not limited
to: 1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement
with respect to the business combination; 2) the outcome of any legal proceedings that may be instituted against Syntec Optics, OLIT,
the combined company or others following the announcement of the business combination and the transactions contemplated thereby; 3) the
inability to complete the business combination due to the failure to satisfy other conditions to closing the business combination; 4)
changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the business combination; 5) the ability to meet Nasdaq’s listing standards
following the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations
of Syntec Optics as a result of the announcement and consummation of the business combination; 7) the inability to recognize the anticipated
benefits of the business combination; 8) ability of Syntec Optics to successfully increase market penetration into its target markets;
9) the addressable markets that Syntec Optics intends to target do not grow as expected; 10) the loss of any key executives; 11) the
loss of any relationships with key suppliers; 12) the loss of any relationships with key customers; 13) the inability to protect Syntec
Optics’ patents and other intellectual property; 14) the failure to successfully execute manufacturing of announced products in
a timely manner or at all, or to scale to mass production; 15) costs related to the business combination; 16) changes in applicable laws
or regulations; 17) the possibility that Syntec Optics or the combined company may be adversely affected by other economic, business
and/or competitive factors; 18) Syntec Optics’ estimates of its growth and projected financial results for 2023 and 2024 and meeting
or satisfying the underlying assumptions with respect thereto; 19) the risk that the business combination may not be completed in a timely
manner or at all, which may adversely affect the price of OLIT’s securities; 20) the risk that the transaction may not be completed
by OLIT’s business combination deadline (as may be extended pursuant to OLIT’s governing documents); 21) the impact of any
pandemic, including any mutations or variants thereof and the Russian/Ukrainian or Israeli conflict, and any resulting effect on business
and financial conditions; 22) inability to complete any investments or borrowings in connection with the business combination; 23) the
potential for events or circumstances that result in Syntec Optics’ failure to timely achieve the anticipated benefits of Syntec
Optics’ customer arrangements; and 24) other risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in OLIT’s Form S-1, 8k, and 10Q filings and registration
statement on Form S-4 filed with the SEC, and declared effective on October 5, 2023. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Neither OLIT nor Syntec Optics gives any assurance
that either OLIT or Syntec Optics, or the combined company, will achieve its expected results. Neither OLIT nor Syntec Optics undertakes
any duty to update these forward-looking statements except as otherwise required by law.
For
further information, please contact:
Skylar
Jacobs
Chief
Operating Officer
info@omnilitac.com
SOURCE:
OmniLit Acquisition Corp. (Nasdaq: OLIT)
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