Forward-Looking Statements The 2023 financial results contained in this press release are subject to finalization in connection with the completion of the audit and the preparation of the Company's Annual Report Form 10-K report for the year ended December 31, 2023. 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 2 ...

ROCHESTER, NEW YORK, May 24, 2024 (GLOBE NEWSWIRE) -- Syntec Optics Holdings, Inc. (Nasdaq: OPTX), a leading provider of mission-critical optics for scientific and technical instruments and defense and aerospace OEMs, today announced it will host a conference call to discuss its financial results and provide a business update on Tuesday, May 28, 2024, at 5:00 p.m. Eastern Time (ET). Conference Call Details: Date: Tuesday, May 28, 2024 Time: 5:00 p.m. ET Dial-In Number: +16469313860,,88062474752#,,,,*488772# ...

ROCHESTER, NEW YORK, May 24, 2024 (GLOBE NEWSWIRE) -- Syntec Optics Holdings, Inc. ("Syntec Optics" or the "Company") (Nasdaq: OPTX), a leading provider of mission-critical optics to scientific and technical instruments and defense and aerospace OEMs, reported financial and operational results for the fourth quarter and full year of 2023 and also 2024 First Quarter. Fourth Quarter 2023 Financial Highlights Full Year 2023 Financial Highlights First Quarter 2024 Financial Highlights Operational and Business H ...

ROCHESTER, NEW YORK, May 24, 2024 (GLOBE NEWSWIRE) -- Syntec Optics Holdings, Inc. ("Syntec Optics" or the "Company") (Nasdaq: OPTX), a leading provider of mission-critical optics to scientific and technical instruments and defense and aerospace OEMs, reported financial and operational results for the fourth quarter and full year of 2023 and also 2024 First Quarter. Fourth Quarter 2023 Financial Highlights Full Year 2023 Financial Highlights Fourth Quarter and Full Year 2023 Financial and Operating Results ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41034 SYNTEC OPTICS HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-0816957 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 001-41034 SYNTEC OPTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0816957 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41034 OMNILIT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 87-0816957 | | --- | --- | | (St ...

Part I. FINANCIAL INFORMATION This section provides the interim unaudited condensed financial statements and management's discussion and analysis for OmniLit Acquisition Corp [Interim Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Unaudited%20Condensed%20Financial%20Statements) This section presents OmniLit Acquisition Corp.'s unaudited condensed financial statements, including balance sheets, statements of operations, and cash flows, for the periods ended June 30, 2023 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets increased to $14.86 million as of June 30, 2023, from $14.27 million at year-end 2022, while total liabilities rose to $1.68 million from $0.62 million Condensed Balance Sheet Highlights (in USD) | Metric | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash on hand | $467,760 | $117,506 | | Marketable securities and cash held in Trust Account | $14,268,619 | $14,011,070 | | **Total Assets** | **$14,860,326** | **$14,271,766** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $1,176,296 | $117,070 | | Total liabilities | $1,676,296 | $617,070 | | Common stock subject to possible redemption | $14,169,629 | $13,919,834 | | Total stockholders' deficit | ($985,599) | ($265,139) | | **Total Liabilities and Stockholders' Deficit** | **$14,860,326** | **$14,271,766** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss of $258,018 for the three months and $470,665 for the six months ended June 30, 2023, primarily due to increased operating costs Statements of Operations Summary (in USD) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Operating costs | $366,781 | $137,279 | $688,031 | $321,163 | | Loss from operations | ($366,781) | ($137,279) | ($688,031) | ($321,163) | | Interest earned on investment held in Trust Account | ($166,639) | ($208,234) | ($302,669) | ($220,201) | | **Net income (loss)** | **($258,018)** | **$64,568** | **($470,665)** | **($107,349)** | | Basic and diluted net income (loss) per share | ($0.04) | $0.01 | ($0.08) | ($0.01) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $389,806 for the six months ended June 30, 2023, with financing activities providing $740,061, resulting in a net cash increase of $350,255 Cash Flow Highlights for Six Months Ended June 30 (in USD) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($389,806) | ($319,178) | | Net cash provided by financing activities | $740,061 | $107,728 | | Net change in cash | $350,255 | ($211,450) | | **Cash, end of the period** | **$467,760** | **$283,149** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, the definitive merger agreement with Syntec Optics, Inc., a going concern warning, and related-party transactions - The company operates as a **Special Purpose Acquisition Corporation (SPAC)**, with its IPO completed on November 12, 2021, and no operations commenced beyond seeking a business combination[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - A definitive merger agreement was signed with **Syntec Optics, Inc.** on May 9, 2023, pending stockholder and regulatory approvals[32](index=32&type=chunk)[35](index=35&type=chunk) - The mandatory liquidation deadline of **November 12, 2023**, raises substantial doubt about the company's ability to continue as a **going concern** if a business combination is not completed[41](index=41&type=chunk) - The Sponsor provided a working capital loan of **$694,941** via a promissory note dated June 21, 2023, to fund pre-business combination operations[39](index=39&type=chunk)[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting its status as a blank check company with no operating revenue, a net loss of $470,665 for the first six months of 2023, and liquidity reliance on cash outside the trust and sponsor loans - The company is a **blank check company** formed solely to effect a business combination, with no other operational activities[116](index=116&type=chunk)[118](index=118&type=chunk) Net Loss Summary (in USD) | Period | Net Loss | | :--- | :--- | | Six Months Ended June 30, 2023 | ($470,665) | | Six Months Ended June 30, 2022 | ($107,349) | - As of June 30, 2023, the company held **$14,268,619** in the Trust Account and **$467,760** in cash outside for working capital[127](index=127&type=chunk)[130](index=130&type=chunk) - The sponsor may provide up to **$1,500,000** in working capital loans, convertible into warrants, to finance transaction costs[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is not subject to material market or interest rate risk, as Trust Account funds are invested in short-term U.S. government treasury obligations or money market funds - The company is not subject to any material market or interest rate risk as of June 30, 2023[143](index=143&type=chunk) - IPO proceeds in the Trust Account are invested in short-term U.S. government treasury obligations or money market funds, minimizing interest rate risk exposure[143](index=143&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2023, due to a material weakness in internal control over financial reporting related to tax provision reconciliation, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2023[147](index=147&type=chunk) - A **material weakness** was identified in internal controls over financial reporting regarding technology and procedures for tax provision reconciliation[146](index=146&type=chunk)[147](index=147&type=chunk) - Remediation efforts include enhancing written policies for information flow and general control activities over technology between accounting and tax functions[149](index=149&type=chunk) Part II. OTHER INFORMATION This section covers other information including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material litigation or legal proceedings that could materially adversely affect its business - The company is not currently a party to any material litigation or legal proceedings[154](index=154&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Initial Public Offering Prospectus - As of this report's date, no material changes have occurred to the risk factors previously disclosed in the company's IPO Prospectus[155](index=155&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's Initial Public Offering, consummated on November 12, 2021, which generated gross proceeds of $143,750,000 from 14,375,000 units at $10.00 per unit - The company's IPO of **14,375,000 Units** at **$10.00 per unit** on November 12, 2021, generated gross proceeds of **$143,750,000**[156](index=156&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL data files - The report includes required **CEO and CFO certifications** under Sections 302 and 906 of the Sarbanes-Oxley Act[158](index=158&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q OMNILIT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 87-0816957 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T ...

[FORWARD LOOKING STATEMENTS](index=4&type=section&id=Forward%20Looking%20Statements) The report contains forward-looking statements about future events, including the ability to select and complete a business combination, target business performance, and management retention - The report contains forward-looking statements about future events, including the ability to select and complete a business combination, target business performance, and management retention[12](index=12&type=chunk)[14](index=14&type=chunk) - These statements are based on current expectations but involve risks and uncertainties that could cause actual results to differ materially[13](index=13&type=chunk) - The company does not undertake to update or revise any forward-looking statements, except as required by applicable securities laws[13](index=13&type=chunk) [PART I](index=5&type=section&id=PART%20I) [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) OmniLit Acquisition Corp. is a blank check company formed to effect a business combination, primarily targeting the advanced manufacturing industry, specifically photonics or optics sectors, with an enterprise value of $350 million to $750 million. The company leverages its experienced management team and board, who possess deep industry networks and M&A expertise, to identify and acquire suitable targets [Introduction](index=5&type=section&id=Introduction) OmniLit Acquisition Corp. was incorporated as a blank check company to effect a business combination, focusing on the advanced manufacturing industry, specifically photonics or optics sectors - OmniLit Acquisition Corp. was incorporated on May 20, 2021, as a blank check company to effect a business combination[16](index=16&type=chunk) - The company intends to focus on the advanced manufacturing industry, specifically photonics or optics sectors, targeting businesses with an enterprise value of approximately **$350 million to $750 million**[16](index=16&type=chunk) [Leadership](index=5&type=section&id=Leadership) The leadership team brings extensive experience in optics, photonics, finance, and M&A, crucial for identifying and growing target companies - **Al Kapoor**, CEO and Chairman, has over 20 years of experience in finding, acquiring, and growing optics and photonics companies, including building Syntec Optics[17](index=17&type=chunk)[129](index=129&type=chunk) - **Robert O. Nelson II**, CFO, has 20+ years in finance, tax, and technology, with experience in public and private corporations, including optics and photonics companies[18](index=18&type=chunk)[130](index=130&type=chunk) - **Skylar M. Jacobs**, COO, has eight years of experience working with technology entrepreneurs, focusing on business development, operations, and fundraising for M&A activities[19](index=19&type=chunk)[131](index=131&type=chunk) [Business and Investment Strategies](index=7&type=section&id=Business%20and%20Investment%20Strategies) The company's investment strategy focuses on the advanced manufacturing industry, specifically optics and photonics products, services, and end-markets, aiming to capitalize on significant market growth - The company's investment strategy focuses on the advanced manufacturing industry, specifically optics and photonics products, services, and end-markets[24](index=24&type=chunk) - The global optics and photonics market is estimated between **$7 trillion and $10 trillion annually**, with photonics-enabled products and services exceeding **$2 trillion in 2019**, growing at a **4.2% CAGR** from 2012-2019[27](index=27&type=chunk)[28](index=28&type=chunk) - Key growth areas for focus include Sensing, monitoring, and control (**+10% CAGR**), Advanced manufacturing (**+8% CAGR**), Semiconductor processing (**+8% CAGR**), BioMedical (**+13% CAGR**), and Defense, safety, and security (**+10% CAGR**)[31](index=31&type=chunk)[37](index=37&type=chunk) [Business Combination Criteria](index=9&type=section&id=Business%20Combination%20Criteria) Target businesses are sought in the advanced manufacturing industry, particularly optics and photonics, with an enterprise value of $350 million to $750 million, requiring strategic growth capital and strong management - Target businesses are expected to be in the advanced manufacturing industry, focusing on optics and photonics, with an enterprise value of **$350 million to $750 million**[35](index=35&type=chunk) - The company seeks targets that need strategic growth capital, can benefit from public listing, require creative approaches to unlock value, or need to repurchase debt, make acquisitions, or secure working capital[35](index=35&type=chunk) - Additional criteria include scalability and growth potential, robust financial and regulatory processes and controls, and a strong management team[45](index=45&type=chunk)[46](index=46&type=chunk) [Competitive Strengths](index=11&type=section&id=Competitive%20Strengths) The management team's extensive experience in sourcing, valuation, diligence, and execution, combined with broad industry relationships, provides a significant competitive advantage in identifying and acquiring suitable targets - The management team's capabilities in sourcing, valuation, diligence, and execution provide a significant pipeline of opportunities[42](index=42&type=chunk) - Strengths include a strong management team with extensive experience in acquisitions and financings, broad sourcing channels, leading industry relationships, and rigorous underwriting, execution, and structuring capabilities[46](index=46&type=chunk) [Initial Business Combination](index=11&type=section&id=Initial%20Business%20Combination) Nasdaq rules require the initial business combination to have an aggregate fair market value of at least 80% of the trust account assets, with stockholders approving an extension until November 12, 2023, for completion - Nasdaq rules require the initial business combination to have an aggregate fair market value of at least **80%** of the trust account assets[43](index=43&type=chunk) - Stockholders approved an extension, granting the company until **November 12, 2023**, to complete a business combination, without requiring additional funds to be deposited into the trust account[48](index=48&type=chunk)[229](index=229&type=chunk) - In connection with the extension, **13,026,951 Class A common shares** were redeemed at approximately **$10.28 per share**, leaving **1,348,049 shares** outstanding as of December 21, 2022[49](index=49&type=chunk)[231](index=231&type=chunk) [Our Initial Business Combination Process](index=13&type=section&id=Our%20Initial%20Business%20Combination%20Process) The company conducts thorough due diligence for prospective business combinations, addresses potential conflicts of interest through its certificate of incorporation, and requires a fairness opinion for affiliated transactions - The company will conduct thorough due diligence, including financial, operational, and legal reviews, for prospective business combinations[52](index=52&type=chunk) - Affiliated transactions require an independent investment banking or accounting firm's fairness opinion[53](index=53&type=chunk) - Conflicts of interest for management and directors, arising from founder shares, private warrants, or other obligations, are addressed by the company's certificate of incorporation, which renounces corporate opportunities not expressly offered to them in their company capacity[54](index=54&type=chunk)[56](index=56&type=chunk) [Lack of Business Diversification](index=13&type=section&id=Lack%20of%20Business%20Diversification) Post-business combination, the company's success may depend entirely on a single business, leading to a lack of diversification and increased exposure to adverse developments - Post-business combination, the company's success may depend entirely on a single business, leading to a lack of diversification[58](index=58&type=chunk) - This lack of diversification could subject the company to adverse economic, competitive, and regulatory developments and dependence on a single or limited number of products/services[59](index=59&type=chunk) [Limited Ability to Evaluate a Target's Management Team](index=14&type=section&id=Limited%20Ability%20to%20Evaluate%20a%20Target%27s%20Management%20Team) The assessment of a target's management may not always be correct, and there is no assurance of retaining key personnel or recruiting additional managers, especially if future management lacks public company experience - The assessment of a target's management may not always be correct, and future management may lack public company experience[59](index=59&type=chunk) - The future role of the founding team members is uncertain, and there is no assurance of retaining key personnel or recruiting additional managers[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) [Competition](index=15&type=section&id=Competition) The company faces intense competition from various entities, including other blank check companies and private equity groups, many of whom possess greater resources, placing the company at a competitive disadvantage - The company faces intense competition from various entities, including other blank check companies and private equity groups, in identifying and acquiring businesses[62](index=62&type=chunk) - Many competitors possess greater financial, technical, and human resources, which may place the company at a competitive disadvantage[63](index=63&type=chunk) [Corporate Information](index=15&type=section&id=Corporate%20Information) The company's executive offices are located in Miami Beach, FL, with a provided telephone number - Executive offices are located at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139[64](index=64&type=chunk) - The company's telephone number is (786) 750-2820[64](index=64&type=chunk) [Employees](index=15&type=section&id=Employees) The company has three executive officers who dedicate time as needed to business combination efforts - The company has three executive officers who devote time as needed to business combination efforts[65](index=65&type=chunk) [Reports to Security Holders](index=15&type=section&id=Reports%20to%20Security%20Holders) The company files annual, quarterly, and current reports with the SEC, which are available online, and its financial statements are audited by independent registered public accountants - The company files annual, quarterly, and current reports with the SEC, available at http://sec.gov[66](index=66&type=chunk) - Financial statements are audited by independent registered public accountants[66](index=66&type=chunk) [Emerging Growth Company Status](index=15&type=section&id=Emerging%20Growth%20Company%20Status) As an "emerging growth company" under the JOBS Act, the company benefits from exemptions like not complying with auditor attestation for Section 404 and has elected an extended transition period for new accounting standards - The company is an 'emerging growth company' under the JOBS Act, benefiting from exemptions like not complying with auditor attestation for Section 404[67](index=67&type=chunk) - It has elected to use the extended transition period for complying with new or revised financial accounting standards[68](index=68&type=chunk) - The company will remain an emerging growth company until the earlier of five years post-IPO, **$1.07 billion** in annual gross revenue, becoming a large accelerated filer (**$700 million** market value), or issuing over **$1.0 billion** in non-convertible debt[69](index=69&type=chunk) [Smaller Reporting Company Status](index=15&type=section&id=Smaller%20Reporting%20Company%20Status) The company qualifies as a "smaller reporting company," allowing for reduced disclosure obligations, such as providing only two years of audited financial statements, until specific market value or revenue thresholds are met - The company is a 'smaller reporting company,' allowing for reduced disclosure obligations, such as providing only two years of audited financial statements[70](index=70&type=chunk) - This status will be maintained until the market value of non-affiliate common stock reaches **$250 million**, or annual revenues reach **$100 million** and market value reaches **$700 million**[71](index=71&type=chunk) [ITEM 1A. RISK FACTORS](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section refers to the risk factors detailed in the company's Initial Public Offering Prospectus, stating that these factors could materially affect its operations or financial condition. No material changes to these risk factors have occurred as of the report date - Actual results may differ materially due to risks described in the IPO Prospectus[72](index=72&type=chunk) - No material changes to the disclosed risk factors have occurred as of the date of this Annual Report[72](index=72&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=17&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) Not applicable - Not applicable[74](index=74&type=chunk) [ITEM 2. PROPERTIES](index=17&type=section&id=ITEM%202.%20PROPERTIES) The company's executive offices are provided by its sponsor at no charge and are considered adequate for current operations - Executive offices are located at 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139[75](index=75&type=chunk) - Offices are provided by the sponsor at no charge and are considered adequate[75](index=75&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=17&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any material litigation or legal proceedings and is unaware of any legal exposure that could have a material adverse effect on its business, financial condition, or results of operations - The company is not currently a party to any material litigation or legal proceedings[76](index=76&type=chunk) - No awareness of legal exposure with a material adverse effect on business, financial condition, or results of operations[76](index=76&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=17&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Not applicable - Not applicable[77](index=77&type=chunk) [PART II](index=18&type=section&id=PART%20II) [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=18&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) OmniLit's units, Class A common stock, and redeemable warrants trade on Nasdaq under symbols OLITU, OLIT, and OLITW, respectively. As of January 19, 2023, there was one holder of record for units and Class A common stock, one for Class B common stock, and four for public warrants. The company has not paid cash dividends and does not intend to prior to a business combination [Market Information](index=18&type=section&id=Market%20Information) OmniLit's units began trading on Nasdaq in November 2021, with Class A common stock and redeemable warrants commencing separate trading in January 2022 - Units (OLITU) began trading on Nasdaq on **November 9, 2021**[80](index=80&type=chunk) - Class A common stock (OLIT) and redeemable warrants (OLITW) began separate trading on Nasdaq on **January 24, 2022**[80](index=80&type=chunk) [Holders of Record](index=18&type=section&id=Holders%20of%20Record) As of January 19, 2023, the company had a limited number of holders of record for its units, Class A common stock, Class B common stock, and public warrants - As of **January 19, 2023**, there was one holder of record for units, one for Class A common stock, one for Class B common stock, and four for public warrants[81](index=81&type=chunk) [Dividends](index=18&type=section&id=Dividends) The company has not paid cash dividends on Class A common stock and does not intend to prior to an initial business combination, with future payments subject to board discretion and financial performance - No cash dividends have been paid on Class A common stock to date, and none are intended prior to an initial business combination[82](index=82&type=chunk) - Future dividend payments are at the discretion of the board and will depend on revenues, earnings, capital requirements, and financial condition[82](index=82&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=18&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) No securities are currently authorized for issuance under equity compensation plans - No securities are authorized for issuance under equity compensation plans[83](index=83&type=chunk) [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities](index=18&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Securities) The sponsor purchased founder shares for $25,000, and the IPO generated $143,750,000 gross proceeds, with a total of $146,625,000 placed in a trust account from IPO and private placement proceeds - The sponsor purchased **4,791,667 founder shares** for **$25,000** (approx. **$0.005 per share**) on May 20, 2021, after a stock split[84](index=84&type=chunk) - The IPO on November 12, 2021, sold **14,375,000 units** at **$10.00 each**, generating **$143,750,000** gross proceeds[85](index=85&type=chunk) - Concurrently, **6,920,500 private warrants** were sold for **$6,920,500**. A total of **$146,625,000** from IPO and private placement proceeds was placed in a trust account. Transaction costs amounted to **$8,333,135**[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=19&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) There were no purchases of equity securities by the issuer or affiliated purchasers during the reporting period - No purchases of equity securities by the issuer or affiliated purchasers[90](index=90&type=chunk) [ITEM 6. [RESERVED.]](index=20&type=section&id=ITEM%206.%20%5BRESERVED.%5D) This item is reserved and contains no information - This item is reserved[91](index=91&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=20&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section discusses OmniLit's financial condition and results of operations, noting that as a blank check company, it has not generated operating revenues but incurs significant costs in pursuit of an acquisition. For the year ended December 31, 2022, the company reported net income of **$847,623**, primarily from interest earned on trust account investments, offsetting operational and transaction costs. The company's liquidity relies on funds outside the trust account for operational expenses and potential loans from the sponsor for transaction costs [Overview](index=20&type=section&id=Overview) OmniLit Acquisition Corp. was incorporated as a blank check company to effect a business combination, planning to use proceeds from its IPO, private warrants, capital stock, or debt for its initial acquisition - OmniLit Acquisition Corp. was incorporated on May 20, 2021, as a blank check company to effect a business combination[92](index=92&type=chunk) - The company plans to use proceeds from its IPO, private warrants, capital stock, debt, or a combination for its initial business combination[92](index=92&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) For the year ended December 31, 2022, the company reported a net income of $847,623, primarily driven by interest and dividends from trust account investments, offsetting formation, operational, and transaction costs - The company has not generated operating revenues and its activities have been limited to organizational tasks and searching for a business combination[94](index=94&type=chunk) - For the year ended December 31, 2022, the company had a net income of **$847,623**[95](index=95&type=chunk) - This net income resulted from **$2,081,055** in interest and dividends from trust account investments, offsetting **$787,639** in formation, operational, and transaction costs[95](index=95&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's IPO and private placement in November 2021 resulted in $146,625,000 placed in the trust account, with current liquidity relying on funds outside the trust account and potential additional financing from sponsor loans - IPO and private placement in November 2021 resulted in **$146,625,000** placed in the trust account[97](index=97&type=chunk) - As of December 31, 2022, cash and investments in the trust account were **$14,011,070**, and cash held outside the trust account was **$117,506**[100](index=100&type=chunk)[101](index=101&type=chunk) - The company may need additional financing from sponsor loans or other sources to cover transaction costs or if significant public shares are redeemed[102](index=102&type=chunk)[103](index=103&type=chunk) [Off-Balance Sheet Financing Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of December 31, 2022, the company had no off-balance sheet obligations, assets, or liabilities - As of December 31, 2022, the company had no off-balance sheet obligations, assets, or liabilities[105](index=105&type=chunk) [Contractual Obligations](index=22&type=section&id=Contractual%20Obligations) The company has no long-term debt, capital lease, operating lease, or long-term liabilities, and its deferred underwriting fee was reduced to $500,000, payable only upon completion of the initial business combination - The company has no long-term debt, capital lease, operating lease, or long-term liabilities[106](index=106&type=chunk) - The deferred underwriting fee was reduced from **$5,031,250** to **$500,000**, payable only upon completion of the initial business combination[107](index=107&type=chunk)[232](index=232&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies include warrant liabilities, common stock subject to possible redemption, and net income (loss) per common stock, which are crucial for financial reporting - The company's critical accounting policies include warrant liabilities, common stock subject to possible redemption, and net income (loss) per common stock[108](index=108&type=chunk) [Warrant Liabilities](index=22&type=section&id=Warrant%20Liabilities) Warrants are classified as equity or liability based on specific accounting standards, with liability-classified warrants recorded at fair value and changes recognized as non-cash gain or loss - Warrants are classified as equity or liability based on ASC 480 and ASC 815, considering if they are freestanding, meet liability definition, and qualify for equity classification[109](index=109&type=chunk) - Liability-classified warrants are recorded at fair value, with changes recognized as non-cash gain or loss in statements of operations[110](index=110&type=chunk) [Common Stock Subject to Possible Redemption](index=22&type=section&id=Common%20Stock%20Subject%20to%20Possible%20Redemption) Common stock subject to mandatory redemption is classified as a liability, and conditionally redeemable common stock as temporary equity, with changes in redemption value recognized immediately - Common stock subject to mandatory redemption is classified as a liability, and conditionally redeemable common stock as temporary equity[111](index=111&type=chunk) - Changes in redemption value are recognized immediately, adjusting the carrying value to the redemption value at each reporting period end[112](index=112&type=chunk) [Net Income (Loss) per Common Stock](index=22&type=section&id=Net%20Income%20%28Loss%29%20per%20Common%20Stock) Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of outstanding common shares, with warrants excluded from diluted EPS due to contingent exercisability - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of outstanding common shares[113](index=113&type=chunk) - Warrants were excluded from diluted EPS for 2022 due to contingent exercisability, resulting in basic and diluted EPS being the same[113](index=113&type=chunk) - Remeasurement of redeemable common stock is excluded from EPS calculation as redemption value approximates fair value[114](index=114&type=chunk) [Recent Accounting Standards](index=23&type=section&id=Recent%20Accounting%20Standards) No other recently issued, but not yet effective, accounting standards are expected to materially affect the company's financial statements - No other recently issued, but not yet effective, accounting standards are expected to materially affect financial statements[115](index=115&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=23&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As of December 31, 2022, the company was not subject to any material market or interest rate risk. Proceeds from the IPO and trust account funds are invested in short-term U.S. government treasury obligations or money market funds, minimizing interest rate risk exposure - As of December 31, 2022, the company had no material exposure to market or interest rate risk[116](index=116&type=chunk) - IPO proceeds and trust account funds are invested in short-term U.S. government treasury obligations or money market funds, limiting interest rate risk[116](index=116&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=23&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item refers to the financial statements and supplementary data located after Item 16 of the report, starting on Page F-1 - Financial statements and supplementary data are included after Item 16, starting on Page F-1[117](index=117&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=23&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure - None[118](index=118&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=24&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) This section details the company's disclosure controls and procedures and management's annual report on internal controls over financial reporting [Evaluation of Disclosure Controls and Procedures](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of December 31, 2022, disclosure controls and procedures were deemed effective by certifying officers, designed to ensure timely and accurate reporting despite inherent limitations - As of December 31, 2022, disclosure controls and procedures were deemed effective by certifying officers[119](index=119&type=chunk) - Disclosure controls are designed to ensure timely and accurate reporting but cannot prevent all errors or fraud due to inherent limitations and resource constraints[119](index=119&type=chunk)[120](index=120&type=chunk) [Management's Annual Report on Internal Controls Over Financial Reporting](index=24&type=section&id=Management%27s%20Annual%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) Management is responsible for establishing and maintaining adequate internal control over financial reporting, which was assessed as effective as of December 31, 2022, without an auditor attestation due to the company's emerging growth company status - Management is responsible for establishing and maintaining adequate internal control over financial reporting to ensure reliable financial reporting[121](index=121&type=chunk) - An assessment as of December 31, 2022, evaluated the control environment, risk assessment, control activities, information and communication, and quarterly controls[122](index=122&type=chunk) - The report does not include an auditor attestation due to the company's emerging growth company status[123](index=123&type=chunk) [Changes in Internal Control over Financial Reporting](index=24&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[124](index=124&type=chunk) [ITEM 9B. OTHER INFORMATION](index=24&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) None - None[125](index=125&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=25&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) Not applicable - Not applicable[126](index=126&type=chunk) [PART III](index=26&type=section&id=PART%20III) [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=26&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section provides information on OmniLit's directors and executive officers, their business experience, qualifications, terms of office, and the structure of its board committees (Audit and Compensation). The company emphasizes the diverse experience of its leadership team in strategic planning, financial reporting, and M&A [Directors and Executive Officers](index=26&type=section&id=Directors%20and%20Executive%20Officers) The company's leadership team comprises experienced professionals in optics, finance, technology, and M&A, along with independent directors with expertise in private equity, automotive, and securities law - **Al Kapoor (Chairman & CEO):** Extensive experience in optics and photonics, founder of Syntec Optics, and M&A[129](index=129&type=chunk) - **Robert O. Nelson II (CFO):** 20+ years in finance, tax, and technology, including financial systems and SEC compliance for optics companies[130](index=130&type=chunk) - **Skylar M. Jacobs (COO):** 8 years in business development and operations for technology entrepreneurs, with expertise in fundraising and M&A[131](index=131&type=chunk) - **Independent Directors:** Kent R. Weldon (private equity, M&A), Mark D. Norman (automotive, mobility, IPOs), and James M. Jenkins (securities law, SPAC compliance)[132](index=132&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) [Officer and Director Qualifications](index=28&type=section&id=Officer%20and%20Director%20Qualifications) Officers and directors possess diverse experience in strategic and financial planning, financial reporting, compliance, risk management, and leadership, which is crucial for achieving acquisition goals - Officers and directors possess diverse experience in strategic and financial planning, financial reporting, compliance, risk management, and leadership[139](index=139&type=chunk) - Their experience in managing assets and facilitating business combinations is crucial for achieving acquisition goals[140](index=140&type=chunk) [Number and Terms of Office of Officers and Directors](index=28&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) The board consists of four directors, divided into two classes with two-year terms, while officers are appointed by and serve at the discretion of the board - The board has four directors, divided into two classes, with two-year terms[141](index=141&type=chunk) - Officers are appointed by and serve at the discretion of the board of directors[142](index=142&type=chunk) [Family Relationships](index=28&type=section&id=Family%20Relationships) No family relationships exist among the company's directors and officers - No family relationships exist among directors and officers[143](index=143&type=chunk) [Board Committees](index=28&type=section&id=Board%20Committees) The Board has standing Audit and Compensation Committees, both composed of independent directors with charters filed with the SEC - The Board has standing Audit and Compensation Committees, both with charters filed with the SEC[144](index=144&type=chunk) - Both committees are composed of independent directors[146](index=146&type=chunk)[148](index=148&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, composed of independent directors, oversees the independent auditor, pre-approves services, reviews related party transactions, and addresses compliance matters, with Mr. Norman qualifying as an "audit committee financial expert" - The Audit Committee comprises independent directors Mark D. Norman (Chair), James M. Jenkins, and Kent R. Weldon[146](index=146&type=chunk) - Mr. Norman qualifies as an 'audit committee financial expert,' and all members are financially literate[147](index=147&type=chunk) - Key functions include oversight of the independent auditor, pre-approval of services, setting hiring policies, reviewing related party transactions, and addressing compliance matters[148](index=148&type=chunk)[151](index=151&type=chunk) [Compensation Committee](index=30&type=section&id=Compensation%20Committee) The Compensation Committee, consisting of independent directors, reviews and approves executive compensation policies and incentive plans, with no compensation paid to existing stockholders, officers, or directors prior to an initial business combination - The Compensation Committee consists of independent directors Kent R. Weldon (Chair) and Mark D. Norman[148](index=148&type=chunk) - Functions include reviewing and approving CEO and other officer compensation, executive compensation policies, and incentive plans[152](index=152&type=chunk) - No compensation is paid to existing stockholders, officers, or directors prior to the consummation of an initial business combination[149](index=149&type=chunk) [Director Nominations](index=32&type=section&id=Director%20Nominations) The company does not have a standing nominating committee, with independent directors recommending nominees based on educational background, diversity of experience, business knowledge, integrity, and independence, and stockholders able to nominate directors per company bylaws - No standing nominating committee; independent directors recommend nominees[154](index=154&type=chunk) - Criteria for nominees include educational background, diversity of experience, business knowledge, integrity, and independence[156](index=156&type=chunk) - Stockholders can nominate directors following company bylaws[155](index=155&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=32&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) There are no compensation committee interlocks or insider participation within the company - No compensation committee interlocks or insider participation[157](index=157&type=chunk) [Code of Ethics](index=32&type=section&id=Code%20of%20Ethics) A code of conduct and ethics, applicable to directors, officers, and employees, has been adopted and filed with the SEC, codifying business and ethical principles and requiring disclosure of amendments or waivers - A code of conduct and ethics, applicable to directors, officers, and employees, has been adopted and filed with the SEC[158](index=158&type=chunk) - The code codifies business and ethical principles and requires disclosure of amendments or waivers[158](index=158&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=32&type=section&id=Section%2016%28a%29%20Beneficial%20Ownership%20Reporting%20Compliance) All Section 16(a) filing requirements for executive officers, directors, and greater than 10% beneficial owners were filed timely - All Section 16(a) filing requirements for executive officers, directors, and greater than 10% beneficial owners were filed timely[160](index=160&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=32&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details the company's executive compensation policies, noting that no employment agreements exist with executive officers and no cash compensation has been paid for services rendered to date. Reimbursements for out-of-pocket expenses are made to the sponsor, officers, and directors, subject to quarterly audit committee review. Post-business combination, directors or management may receive consulting or management fees, determined by the post-combination board or compensation committee [Employment Agreements](index=32&type=section&id=Employment%20Agreements) The company has no employment agreements with executive officers and no agreements for termination benefits - No employment agreements with executive officers[161](index=161&type=chunk) - No agreements for termination benefits[161](index=161&type=chunk) [Executive Officers and Director Compensation](index=32&type=section&id=Executive%20Officers%20and%20Director%20Compensation) No cash compensation has been paid to officers or directors for services rendered to date, with out-of-pocket expenses reimbursed and reviewed quarterly by the audit committee, and potential post-business combination consulting or management fees - No cash compensation has been paid to officers or directors for services rendered[162](index=162&type=chunk) - Out-of-pocket expenses incurred by the sponsor, officers, and directors are reimbursed and reviewed quarterly by the audit committee[162](index=162&type=chunk) - Post-business combination, directors or management may receive consulting or management fees, determined by the combined company's board or compensation committee[163](index=163&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=34&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details the beneficial ownership of common stock as of January 30, 2023, for major shareholders, officers, and directors. OmniLit Sponsor LLC and Al Kapoor each beneficially own **25.00%** of common stock. Other significant holders include Polar Asset Management Partners Inc. (**17.06%**), Owl Creek Asset Management, L.P. (**14.84%**), Sea Otter Advisors, L.P. (**9.27%**), and Radcliffe Capital Management, L.P. (**8.53%**) [Beneficial Ownership](index=34&type=section&id=Beneficial%20Ownership) Beneficial ownership of common stock as of January 30, 2023, shows OmniLit Sponsor LLC and Al Kapoor each holding 25.00%, with other significant institutional investors also listed Beneficial Ownership of Common Stock (as of January 30, 2023) | Name | Number of Shares Beneficially Owned | Percent of Class | | :----------------------------------- | :--------------------------------- | :--------------- | | OmniLit Sponsor LLC | 4,791,667 | 25.00% | | Al Kapoor | 4,791,667 | 25.00% | | Polar Asset Management Partners Inc. | 230,000 | 17.06% | | Owl Creek Asset Management, L.P. | 200,000 | 14.84% | | Sea Otter Advisors, L.P. | 125,005 | 9.27% | | Radcliffe Capital Management, L.P. | 115,000 | 8.53% | | All officers and directors as a group (7 individuals) | 4,791,667 | 25.00% | - Interests shown consist solely of founder shares (Class B common stock), convertible to Class A common stock on a one-for-one basis[170](index=170&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=34&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) No securities are authorized for issuance under equity compensation plans - No securities are authorized for issuance under equity compensation plans[169](index=169&type=chunk) [Changes in Control](index=35&type=section&id=Changes%20in%20Control) There have been no changes in control of the company - None[171](index=171&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=35&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section outlines transactions and relationships involving the company's sponsor, officers, and directors. It covers the issuance of founder shares and private warrants, potential conflicts of interest due to fiduciary obligations, reimbursement policies for out-of-pocket expenses, and the terms of potential working capital loans from related parties. The company has adopted a code of ethics and its audit committee reviews related party transactions to ensure director independence [Founder Shares and Private Warrants](index=35&type=section&id=Founder%20Shares%20and%20Private%20Warrants) The sponsor purchased 4,791,667 founder shares for $25,000 and 6,920,500 private warrants for $6,920,500, both subject to transfer restrictions until 30 days after the initial business combination - The sponsor purchased **4,791,667 founder shares** for **$25,000**[172](index=172&type=chunk) - **6,920,500 private warrants** were sold to the sponsor and underwriters for **$6,920,500**[173](index=173&type=chunk) - Both founder shares and private warrants are subject to transfer restrictions until **30 days** after the initial business combination[172](index=172&type=chunk)[173](index=173&type=chunk) [Fiduciary and Contractual Obligations](index=36&type=section&id=Fiduciary%20and%20Contractual%20Obligations) Officers and directors have fiduciary or contractual obligations to other entities, potentially creating conflicts of interest, which the company addresses by renouncing corporate opportunities not expressly offered to them in their company capacity - Officers and directors have fiduciary or contractual obligations to other entities, potentially creating conflicts of interest regarding business opportunities[175](index=175&type=chunk) - The company's certificate of incorporation renounces interest in corporate opportunities not expressly offered to directors/officers in their company capacity[56](index=56&type=chunk) [Reimbursement of Expenses](index=36&type=section&id=Reimbursement%20of%20Expenses) The sponsor, officers, and directors are reimbursed for out-of-pocket expenses related to business combination activities, with payments reviewed quarterly by the audit committee and made from funds outside the trust account - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses related to business combination activities[176](index=176&type=chunk) - Payments are reviewed quarterly by the audit committee and made from funds outside the trust account[176](index=176&type=chunk) [Promissory Note and Working Capital Loans](index=36&type=section&id=Promissory%20Note%20and%20Working%20Capital%20Loans) A $300,000 non-interest bearing loan from the sponsor for IPO expenses was repaid upon IPO closing, and the sponsor or affiliates may loan up to $1,500,000 for working capital, convertible into private warrants - A **$300,000** non-interest bearing loan from the sponsor for IPO expenses was repaid upon IPO closing[177](index=177&type=chunk) - The sponsor or affiliates may loan up to **$1,500,000** for working capital, convertible into private warrants at **$1.00 per warrant**[179](index=179&type=chunk) [Post-Combination Compensation](index=36&type=section&id=Post-Combination%20Compensation) Directors or management remaining with the combined company may receive consulting or management fees post-business combination, with compensation determined by the post-combination board or its independent compensation committee - Directors or management remaining with the combined company may receive consulting or management fees post-business combination[180](index=180&type=chunk) - Compensation will be determined by the post-combination board or its compensation committee, which will consist of independent directors[180](index=180&type=chunk) [Registration Rights](index=36&type=section&id=Registration%20Rights) Holders of founder shares and private warrants have registration rights, and the company will bear the expenses of filing registration statements - Holders of founder shares and private warrants have registration rights[182](index=182&type=chunk) - The company will bear the expenses of filing registration statements[182](index=182&type=chunk) [Related Party Policy](index=36&type=section&id=Related%20Party%20Policy) A code of ethics was adopted post-IPO to avoid conflicts of interest, with related party transactions reviewed by the audit committee, and affiliated business combinations requiring an independent fairness opinion - A code of ethics was adopted post-IPO to avoid conflicts of interest, with related party transactions reviewed by the audit committee[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - Affiliated business combinations require an independent fairness opinion[187](index=187&type=chunk) - No finder's fees or cash payments are made to related parties prior to a business combination, except for expense reimbursements and repayment of specific loans[187](index=187&type=chunk) [Director Independence](index=38&type=section&id=Director%20Independence) A majority of the board must be independent as per Nasdaq listing standards, with James M. Jenkins, Mark D. Norman, and Kent R. Weldon deemed independent directors - A majority of the board must be independent as per Nasdaq listing standards[188](index=188&type=chunk) - James M. Jenkins, Mark D. Norman, and Kent R. Weldon are deemed independent directors[188](index=188&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=38&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the fees paid to Marcum LLP, the independent registered public accounting firm, for audit, tax, and other services for the years ended December 31, 2022, and 2021. The audit committee, formed post-IPO, now pre-approves all auditing and permitted non-audit services [Public Accounting Fees](index=38&type=section&id=Public%20Accounting%20Fees) Marcum LLP serves as the independent registered public accounting firm, with a summary of fees paid for services rendered - Marcum LLP serves as the independent registered public accounting firm[189](index=189&type=chunk) - Summary of fees paid to Marcum LLP for services rendered[189](index=189&type=chunk) [Audit Fees](index=38&type=section&id=Audit%20Fees) Audit fees paid to Marcum LLP were $111,240 for the year ended December 31, 2022, and $94,760 for the period from inception through December 31, 2021 Audit Fees Paid to Marcum LLP | Period | Amount | | :------------------------------------------ | :----------- | | Year Ended December 31, 2022 | $111,240 | | May 20, 2021 (inception) - December 31, 2021 | $94,760 | [Audit-Related Fees](index=38&type=section&id=Audit-Related%20Fees) No audit-related services were rendered for the periods presented - No audit-related services were rendered for the periods presented[191](index=191&type=chunk) [Tax Fees](index=38&type=section&id=Tax%20Fees) Tax fees paid to Marcum LLP were $7,200 for the year ended December 31, 2022, with no tax fees incurred in the prior period Tax Fees Paid to Marcum LLP | Period | Amount | | :------------------------------------------ | :----------- | | Year Ended December 31, 2022 | $7,200 | | May 20, 2021 (inception) - December 31, 2021 | $0 | [All Other Fees](index=39&type=section&id=All%20Other%20Fees) No other fees were billed for products and services beyond audit and tax fees for the periods presented - No other fees were billed for products and services beyond audit and tax fees for the periods presented[193](index=193&type=chunk)[194](index=194&type=chunk) [Pre-Approval Policy](index=39&type=section&id=Pre-Approval%20Policy) The audit committee, formed post-IPO, pre-approves all auditing and permitted non-audit services, with prior services approved by the board of directors - The audit committee, formed post-IPO, pre-approves all auditing and permitted non-audit services[195](index=195&type=chunk) - Services prior to the audit committee's formation were approved by the board of directors[195](index=195&type=chunk) [PART IV](index=40&type=section&id=PART%20IV) [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=40&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K report [Financial Statements](index=40&type=section&id=Financial%20Statements) The financial statements include the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes to Financial Statements - Includes Report of Independent Registered Public Accounting Firm, Balance Sheet, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes to Financial Statements[198](index=198&type=chunk) [Financial Statement Schedules](index=40&type=section&id=Financial%20Statement%20Schedules) All financial statement schedules are omitted as the information is either not applicable or presented within the financial statements or notes - All financial statement schedules are omitted[198](index=198&type=chunk) - Information is either not applicable or presented in the financial statements or notes[198](index=198&type=chunk) [Exhibits](index=40&type=section&id=Exhibits) A detailed list of exhibits, including key agreements and corporate documents, is filed with the report, with copies available on the SEC website - A detailed list of exhibits is filed with the report, including key agreements and corporate documents[199](index=199&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) - Copies of these materials can be obtained on the SEC website[198](index=198&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=43&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) None - None[203](index=203&type=chunk) [FINANCIAL STATEMENTS](index=44&type=section&id=FINANCIAL%20STATEMENTS) [Report of Independent Registered Public Accounting Firm](index=45&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP issued an unqualified opinion on OmniLit Acquisition Corp.'s financial statements for 2022 and 2021, but included an explanatory paragraph highlighting substantial doubt about the company's ability to continue as a going concern due to a significant working capital deficiency and incurred losses - Marcum LLP issued an unqualified opinion on the financial statements for 2022 and 2021[207](index=207&type=chunk) - An explanatory paragraph raises substantial doubt about the company's ability to continue as a going concern due to a significant working capital deficiency and incurred losses[208](index=208&type=chunk) - The company is not required to have an audit of its internal control over financial reporting due to its status[210](index=210&type=chunk) [Balance Sheets](index=46&type=section&id=Balance%20Sheets) The balance sheets show a significant decrease in marketable securities and cash held in the Trust Account from **$146,626,679** at December 31, 2021, to **$14,011,070** at December 31, 2022, primarily due to redemptions. Total assets decreased from **$147,428,222** to **$14,271,766**, and total liabilities decreased from **$5,235,345** to **$617,070**. Common stock subject to possible redemption also significantly decreased from **$146,625,000** to **$13,919,834** Balance Sheet Highlights | Item | December 31, 2022 | December 31, 2021 | Change | | :-------------------------------------- | :------------------ | :------------------ | :------------------ | | Cash on hand | $117,506 | $494,599 | -$377,093 | | Marketable securities and cash held in Trust Account | $14,011,070 | $146,626,679 | -$132,615,609 | | Total assets | $14,271,766 | $147,428,222 | -$133,156,456 | | Total liabilities | $617,070 | $5,235,345 | -$4,618,275 | | Common stock subject to possible redemption | $13,919,834 | $146,625,000 | -$132,705,166 | | Total stockholders' deficit | $(265,138) | $(4,432,123) | +$4,166,985 | - The significant decrease in trust account assets and common stock subject to redemption is primarily due to redemptions of **13,026,951 shares**[214](index=214&type=chunk) [Statements of Operations](index=47&type=section&id=Statements%20of%20Operations) For the year ended December 31, 2022, OmniLit reported a net income of **$847,623**, a significant improvement from a net loss of **$169,488** for the period from inception through December 31, 2021. This was primarily driven by **$2,081,055** in interest earned on trust account investments in 2022, offsetting operating costs and income tax expenses Statements of Operations Highlights | Item | Year Ended Dec 31, 2022 | May 20, 2021 (Inception) Through Dec 31, 2021 | | :-------------------------------------- | :-------------------------- | :------------------------------------------------ | | Operating costs | $787,639 | $171,167 | | Loss from operations | $(787,639) | $(171,167) | | Interest earned on investment held in Trust Account | $2,081,055 | $1,679 | | Total income (loss) before income tax | $1,293,416 | $(169,488) | | Income tax expense | $445,793 | $0 | | Net income (loss) | $847,623 | $(169,488) | | Basic and diluted net income (loss) per share, Class A common stock | $0.05 | $(0.01) | - The company shifted from a net loss in 2021 to a net income in 2022, largely due to increased interest income from the trust account[217](index=217&type=chunk) [Statements of Stockholders' Deficit](index=48&type=section&id=Statements%20of%20Stockholders%27%20Deficit) The statements show a significant reduction in total stockholders' deficit from **$(4,432,123)** at December 31, 2021, to **$(265,138)** at December 31, 2022. This improvement is primarily due to the reclassification of deferred underwriter's fees and net income for the year, partially offset by accretion of common stock to redemption value Stockholders' Deficit Highlights | Item | December 31, 2022 | December 31, 2021 | Change | | :-------------------------------------- | :------------------ | :------------------ | :------------------ | | Class B Common Stock Amount | $479 | $479 | $0 | | Accumulated deficit | $(265,618) | $(4,432,602) | +$4,166,984 | | Total stockholders' deficit | $(265,138) | $(4,432,123) | +$4,166,985 | - The accumulated deficit improved from **$(4,432,602)** in 2021 to **$(265,618)** in 2022[219](index=219&type=chunk) - This change was influenced by net income for the year and a significant adjustment related to deferred underwriter's fees[219](index=219&type=chunk) [Statements of Cash Flows](index=49&type=section&id=Statements%20of%20Cash%20Flows) For the year ended December 31, 2022, net cash used in operating activities was **$(644,474)**, compared to **$(274,017)** in the prior period. Net cash provided by financing activities was **$267,379** in 2022, significantly lower than **$147,393,616** in 2021, reflecting the IPO proceeds in the prior year and redemptions in the current year. Cash on hand decreased from **$494,599** to **$117,506** Cash Flow Highlights | Item | Year Ended Dec 31, 2022 | May 20, 2021 (Inception) Through Dec 31, 2021 | | :-------------------------------------- | :-------------------------- | :------------------------------------------------ | | Net cash used in operating activities | $(644,474) | $(274,017) | | Net cash used in investing activities | $0 | $(146,625,000) | | Net cash provided by financing activities | $267,379 | $147,393,616 | | Net change in cash | $(377,093) | $494,599 | | Cash, end of the period | $117,506 | $494,599 | - Cash used in operating activities increased in 2022, while cash provided by financing activities significantly decreased due to the IPO in 2021 and redemptions in 2022[222](index=222&type=chunk) - The company paid **$133,917,056** from the Trust Account in connection with share redemptions in 2022[222](index=222&type=chunk) [Notes to Financial Statements](index=50&type=section&id=Notes%20to%20Financial%20Statements) This comprehensive section provides detailed explanations of the company's organization, business operations, significant accounting policies, and specific financial statement line items. It covers the IPO, private placement, trust account mechanics, related party transactions, commitments, stockholder's deficit components, fair value measurements, and income tax details. A key concern highlighted is the company's going concern status due to its mandatory liquidation date and working capital needs [Note 1 — Organization and Business Operations](index=50&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) OmniLit Acquisition Corp. was incorporated as a blank check company in May 2021, with its IPO and private placement in November 2021 generating significant proceeds for a trust account. Stockholders approved an extension to November 2023 for a business combination, but the company faces going concern doubts due to a working capital deficiency and mandatory liquidation deadline, despite sponsor commitments for additional capital - OmniLit Acquisition Corp. was incorporated on May 20, 2021, as a blank check company[224](index=224&type=chunk) - The IPO and private placement in November 2021 generated gross proceeds of **$143,750,000** and **$6,920,500**, respectively, with **$146,625,000** deposited into a trust account[226](index=226&type=chunk) - Stockholders approved an extension, moving the business combination deadline to **November 12, 2023**. In connection with the extension, **13,026,951 Class A shares** were redeemed for approximately **$133,917,056**[229](index=229&type=chunk)[231](index=231&type=chunk) - The company has a significant working capital deficiency and faces going concern doubts due to the mandatory liquidation deadline, but the sponsor has committed **$100,000** in additional working capital if needed[208](index=208&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk) [Note 2 — Significant Accounting Policies](index=54&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) The company's financial statements conform to GAAP, and as an "emerging growth company," it has elected an extended transition period for new accounting standards, with key policies covering marketable securities, offering costs, and Class A ordinary shares subject to possible redemption - Financial statements are presented in U.S. dollars in conformity with GAAP[247](index=247&type=chunk) - The company is an 'emerging growth company' and has elected the extended transition period for new accounting standards[248](index=248&type=chunk)[249](index=249&type=chunk) - Key policies cover marketable securities in the trust account (classified as trading securities or recognized at fair value), offering costs, and Class A ordinary shares subject to possible redemption (classified as temporary equity)[252](index=252&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk) - The company is assessing the potential impact of the Inflation Reduction Act on stock buybacks and redemptions, but does not expect a material impact[271](index=271&type=chunk)[272](index=272&type=chunk) [Note 3 — Initial Public Offering](index=59&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) The IPO, completed on November 12, 2021, sold 14,375,000 units for $143,750,000, with 1,348,049 Class A common stock shares remaining outstanding after redemptions as of December 21, 2022, and underwriters receiving a cash discount and deferred underwriting discount - IPO completed on **November 12, 2021**, selling **14,375,000 units** for **$143,750,000**[277](index=277&type=chunk) - As of December 21, 2022, **1,348,049 Class A common stock shares** remained outstanding after redemptions[277](index=277&type=chunk) - Underwriters received a **$2,875,000 cash discount** and a **$500,000 deferred underwriting discount**[278](index=278&type=chunk) [Note 4 — Private Placement](index=59&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) 6,920,500 Private Placement Warrants were sold for $1.00 each, generating $6,920,500, which are identical to public warrants but have transfer restrictions and registration rights - **6,920,500 Private Placement Warrants** were sold for **$1.00 each**, generating **$6,920,500**[279](index=279&type=chunk) - Private Placement Warrants are identical to public warrants but have transfer restrictions and registration rights[280](index=280&type=chunk) [Note 5 — Related Party Transactions](index=60&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) The sponsor advanced $363,995 and provided a $300,000 promissory note, both repaid upon IPO consummation, and may provide future working capital loans convertible into private placement-equivalent warrants. Additionally, 4,791,667 founder shares were issued to the sponsor for $25,000, subject to transfer restrictions - Sponsor advanced **$363,995** and provided a **$300,000 promissory note**, both repaid upon IPO consummation[284](index=284&type=chunk)[285](index=285&type=chunk) - Sponsor or affiliates may provide working capital loans, convertible into private placement-equivalent warrants at **$1.00 per warrant**[287](index=287&type=chunk) - **4,791,667 founder shares** were issued to the sponsor for **$25,000**, subject to transfer restrictions[288](index=288&type=chunk) [Note 6 — Commitments](index=62&type=section&id=Note%206%20%E2%80%94%20Commitments) Commitments include registration rights for founder shares and private warrants, a deferred underwriting fee, and a right of first refusal for Imperial Capital - Commitments include registration rights for founder shares and private warrants, a deferred underwriting fee, and a right of first refusal for Imperial Capital[291](index=291&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) [Note 7 — Stockholder's Deficit](index=62&type=section&id=Note%207%20%E2%80%94%20Stockholder%27s%20Deficit) A recapitalization in November 2021 resulted in 4,791,667 founder shares (Class B common stock) held by the sponsor, with 1,348,049 Class A common stock shares outstanding and subject to possible redemption as of December 31, 2022. Warrants become exercisable on the later of 12 months from IPO closing or 30 days post-business combination, expiring five years after the business combination - Recapitalization on November 1, 2021, resulted in **4,791,667 founder shares** (Class B common stock) held by the sponsor[295](index=295&type=chunk) - As of December 31, 2022, **1,348,049 Class A common stock shares** were outstanding and subject to possible redemption, and **4,791,667 Class B common stock shares** were outstanding[296](index=296&type=chunk)[297](index=297&type=chunk) - Warrants (**7,187,500 Public Warrants** and **6,920,500 Private Placement Warrants**) become exercisable on the later of **12 months** from IPO closing or **30 days** post-business combination, expiring **five years** after the business combination[302](index=302&type=chunk)[304](index=304&type=chunk) [Note 8 — Fair Value](index=64&type=section&id=Note%208%20%E2%80%94%20Fair%20Value) Fair value measurements are categorized into a three-tier hierarchy, with marketable securities in the trust account classified as Level 1 assets, and warrants initially classified as Level 3 and valued using a modified Black-Scholes model - Fair value measurements are categorized into a three-tier hierarchy[261](index=261&type=chunk) - Marketable securities held in the trust account are Level 1 assets[309](index=309&type=chunk) - Warrants were initially classified as Level 3 and valued using a modified Black-Scholes model[312](index=312&type=chunk) [Note 9 — Income T