[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

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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Miami Beach, FL 33139 (Address of principal executive offices and zip code) (786) 750-2820 (Registrant's telephone number including area code) Securities registered pursuant to Section 12(b) of ...

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 June 30, 2022 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 | | --- | --- | | (State o ...

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, 2022 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 | | --- | --- | | (State ...

```markdown [FORM 10-K Cover Page](index=1&type=section&id=FORM%2010-K%20Cover%20Page) OmniLit Acquisition Corp., a SPAC, files its FY2021 Annual Report, detailing its status and outstanding shares - OmniLit Acquisition Corp. is a Delaware-incorporated blank check company (SPAC) filing its Annual Report on Form 10-K for the fiscal year ended **December 31, 2021**[1](index=1&type=chunk) Securities Registered on Nasdaq | Title of each class | Trading Symbols(s) | Name of each exchange on which registered | | :------------------ | :----------------- | :---------------------------------------- | | Units | OLITU | The Nasdaq Stock Market LLC | | Class A common stock | OLIT | The Nasdaq Stock Market LLC | | Redeemable warrants | OLITW | The Nasdaq Stock Market LLC | - The registrant is classified as a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**, electing not to use the extended transition period for new accounting standards[3](index=3&type=chunk)[4](index=4&type=chunk) - As of **April 1, 2022**, there were **14,375,000 shares of Class A common stock** and **4,791,667 shares of Class B common stock** issued and outstanding[5](index=5&type=chunk) [FORWARD LOOKING STATEMENTS](index=4&type=section&id=FORWARD%20LOOKING%20STATEMENTS) This Annual Report contains forward-looking statements based on current expectations, subject to risks, with no obligation to update - This Annual Report contains forward-looking statements regarding the company's future expectations, including its ability to complete an initial business combination and target business performance[11](index=11&type=chunk)[13](index=13&type=chunk) - These statements are based on current expectations but involve risks and uncertainties, as detailed in 'Risk Factors,' which could cause actual results to differ materially[12](index=12&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws[12](index=12&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., a SPAC, targets advanced manufacturing, specifically photonics or optics, with an enterprise value of **$350M to $750M** [Introduction](index=5&type=section&id=Introduction) The company, a SPAC, targets advanced manufacturing, specifically photonics or optics, with an enterprise value of **$350M to $750M** - OmniLit Acquisition Corp. is a newly organized blank check company (SPAC) incorporated on **May 20, 2021**, to effect a business combination[15](index=15&type=chunk) - The company focuses on acquiring a business combination target within the advanced manufacturing industry, specifically photonics or optics sectors[15](index=15&type=chunk) - The target enterprise value is approximately **$350 million to $750 million**[15](index=15&type=chunk) [Leadership](index=5&type=section&id=Leadership) The company's leadership team comprises experienced executives and independent directors with diverse industry backgrounds - Al Kapoor serves as Chief Executive Officer and Chairman, with extensive experience in finding, acquiring, and growing optics and photonics companies since **1997**[16](index=16&type=chunk) - Robert O. Nelson II, Chief Financial Officer, has over **20 years** of finance, tax, and technology experience, including supporting public and private optics and photonics companies[17](index=17&type=chunk) - Skylar M. Jacobs, Chief Operating Officer, brings **eight years** of experience working with technology entrepreneurs, focusing on business development, fundraising, and M&A activities[18](index=18&type=chunk)[19](index=19&type=chunk) - The independent directors offer decades of experience in M&A, private equity, automotive manufacturing, public accounting, IPOs, and securities law[20](index=20&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [Business and Investment Strategies](index=7&type=section&id=Business%20and%20Investment%20Strategies) The investment strategy focuses on advanced manufacturing, specifically optics and photonics, a **multi-trillion dollar market** driven by Industry 4.0 - The investment strategy focuses on the advanced manufacturing industry, specifically optics and photonics products, services, and end-markets, aiming for value creation[26](index=26&type=chunk)[27](index=27&type=chunk) - The global optics and photonics market, valued between **$7 trillion** and **$10 trillion** annually, with photonics-enabled products exceeding **$2 trillion** in **2019**, is expected to grow[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) Optics & Photonics Revenue Growth by Top Five Areas (2012-2019 CAGR) | Area | CAGR (2012-2019) | | :-------------------------------- | :--------------- | | Sensing, monitoring, and control | +10% | | Advanced manufacturing | +8% | | Semiconductor processing | +8% | | BioMedical | +13% | | Defense, safety, and security | +10% | - Industry 4.0, integrating physical production with digital technology and AI, is revolutionizing advanced manufacturing, driving demand for optics and photonics[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) [Business Combination Criteria](index=9&type=section&id=Business%20Combination%20Criteria) The company seeks targets in advanced manufacturing, specifically optics and photonics, with an enterprise value of **$350M to $750M** - The company expects to focus on acquiring a target within the advanced manufacturing industry, with a focus on optics and photonics, and an enterprise value of approximately **$350 million to $750 million**[36](index=36&type=chunk) - Key criteria for target businesses include a need for strategic growth capital, readiness for public listing, potential for value unlocking, and the ability to benefit from creative business approaches[36](index=36&type=chunk) - The company intends to source opportunities through its management team's broad network, focus on well-established U.S. optics and photonics capabilities, and target businesses with high barriers to entry, technological differentiation, and defensible intellectual property[26](index=26&type=chunk)[41](index=41&type=chunk) [Competitive Strengths](index=11&type=section&id=Competitive%20Strengths) The company's strengths include its management team's extensive experience in M&A, broad sourcing channels, and public company operating expertise - The company's competitive strengths include its management team's extensive experience in sourcing, valuation, diligence, and execution of acquisitions and financings, totaling billions in transaction value[43](index=43&type=chunk)[47](index=47&type=chunk) - It benefits from broad sourcing channels and leading industry relationships, providing a differentiated pipeline of attractive business combination opportunities[47](index=47&type=chunk) - The management team possesses public company operating expertise, having served as executive officers and directors of publicly traded companies, which is advantageous for navigating regulatory challenges and evaluating targets[47](index=47&type=chunk) [Initial Business Combination](index=11&type=section&id=Initial%20Business%20Combination) The initial business combination must be at least **80% of trust account assets**, with a **15-month deadline** (extendable to **21 months**) if sponsor deposits **$1.44 million** for each extension - Nasdaq rules require the initial business combination to have an aggregate fair market value of at least **80%** of the assets held in the trust account[44](index=44&type=chunk) - The company has **15 months** from its IPO (**November 12, 2021**) to consummate an initial business combination, with the possibility of two three-month extensions (totaling up to **21 months**) if the sponsor deposits **$1,437,500** for each extension[45](index=45&type=chunk)[48](index=48&type=chunk) - The company anticipates structuring the business combination to own or acquire **100%** of the target's equity or assets, or at least a controlling interest (**50%** or more of voting securities)[49](index=49&type=chunk) [Our Initial Business Combination Process](index=13&type=section&id=Our%20Initial%20Business%20Combination%20Process) The company conducts thorough due diligence, requires fairness opinions for affiliated transactions, and manages potential conflicts of interest - The company will conduct a thorough due diligence review, including financial and operating data analysis, meetings with management, on-site inspections, and legal reviews[50](index=50&type=chunk) - Any business combination with an affiliated company will require an independent investment banking or accounting firm's fairness opinion[51](index=51&type=chunk) - Members of the management team may have conflicts of interest due to their ownership of founder shares and private warrants, but they are obligated to offer suitable business opportunities to the company first[52](index=52&type=chunk)[54](index=54&type=chunk) [Lack of Business Diversification](index=13&type=section&id=Lack%20of%20Business%20Diversification) Post-combination, the company's success may depend entirely on a single business, leading to lack of diversification risks - After the initial business combination, the company's success may depend entirely on the future performance of a single business, as it is unlikely to have resources to diversify operations[56](index=56&type=chunk) - This lack of diversification could subject the company to negative economic, competitive, and regulatory developments and cause dependence on a single product or limited number of products/services[57](index=57&type=chunk) [Limited Ability to Evaluate a Target's Management Team](index=14&type=section&id=Limited%20Ability%20to%20Evaluate%20a%20Target's%20Management%20Team) The company's assessment of a target's management may be inaccurate, and key personnel may not remain with the combined entity - The company's assessment of a prospective business's management may not be accurate, and the future management may lack the necessary skills or qualifications to manage a public company[57](index=57&type=chunk) - There is no assurance that key personnel will remain with the combined company or that additional managers with requisite skills can be recruited[58](index=58&type=chunk)[59](index=59&type=chunk) [Competition](index=15&type=section&id=Competition) The company faces intense competition from other blank check companies, private equity, and operating businesses with greater resources - The company faces intense competition from other blank check companies, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions[60](index=60&type=chunk) - Many competitors possess greater financial, technical, human, and other resources, potentially placing the company at a competitive disadvantage in negotiating an initial business combination[61](index=61&type=chunk) [Corporate Information](index=15&type=section&id=Corporate%20Information) The company's executive offices are located in Miami Beach, FL - The company's executive offices are located at **1111 Lincoln Road, Suite 500, Miami Beach, FL 33139**, with telephone number **(786) 750-2820**[62](index=62&type=chunk) [Employees](index=15&type=section&id=Employees) The company currently has three executive officers who devote time as needed until the initial business combination is completed - The company currently has three executive officers who devote time as deemed necessary to its affairs until the initial business combination is completed, without specific hour obligations[63](index=63&type=chunk) [Reports to security holders](index=15&type=section&id=Reports%20to%20security%20holders) The company has SEC reporting obligations and benefits from exemptions as an 'emerging growth company' and 'smaller reporting company' - The company has reporting obligations to the SEC, including annual, quarterly, and current reports, which are available on **http://sec.gov**[64](index=64&type=chunk) - As an '**emerging growth company**' and '**smaller reporting company**,' the company is eligible for certain exemptions from reporting requirements, such as auditor attestation and reduced executive compensation disclosures, and can delay adoption of new accounting standards[65](index=65&type=chunk)[66](index=66&type=chunk)[68](index=68&type=chunk) [ITEM 1A. RISK FACTORS](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company refers to the risk factors detailed in its Initial Public Offering Prospectus, with no material changes as of this report date - The company's actual results could differ materially from forward-looking statements due to risks described in its IPO Prospectus filed on **November 10, 2021**[70](index=70&type=chunk) - As of the date of this Annual Report, there have been no material changes to the risk factors previously disclosed[70](index=70&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=17&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to the company - This item is not applicable[72](index=72&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 operations - The executive offices are located at **1111 Lincoln Road, Suite 500, Miami Beach, FL 33139**[73](index=73&type=chunk) - The offices are provided by the company's sponsor at no charge[73](index=73&type=chunk) - The current office space is considered adequate for current operations[73](index=73&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=17&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material litigation or legal proceedings - The company is not currently a party to any material litigation or other legal proceedings[74](index=74&type=chunk) - The company is not aware of any legal proceeding, investigation, claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on its business, financial condition, or results of operations[74](index=74&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=17&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - This item is not applicable[75](index=75&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'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities began trading on Nasdaq in late **2021** and early **2022**, with **$146.63M** placed in a trust account [Holders of Record](index=18&type=section&id=Holders%20of%20Record) As of **March 9, 2022**, the company had limited holders of record for its units, Class A common stock, Class B common stock, and public warrants Holders of Record as of March 9, 2022 | Security Type | Holders of Record | | :------------ | :---------------- | | Units | 1 | | Class A common stock | 1 | | Class B common stock | 1 | | Public warrants | 4 | [Dividends](index=18&type=section&id=Dividends) The company has not paid cash dividends and does not intend to prior to an initial business combination - The company has not paid any cash dividends on its Class A common stock to date and does not intend to pay cash dividends prior to the completion of an initial business combination[80](index=80&type=chunk) - The board of directors intends to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[80](index=80&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 authorized for issuance under equity compensation plans - None[81](index=81&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 company completed an IPO of **14,375,000 units** and a private placement of **6,920,500 warrants**, placing **$146.63M** in a trust account - The sponsor purchased **4,791,667 founder shares** (Class B common stock) for an aggregate price of **$25,000** (approximately **$0.005** per share)[82](index=82&type=chunk) - On **November 12, 2021**, the company consummated its IPO of **14,375,000 Units** at **$10.00** per Unit, generating gross proceeds of **$143,750,000**[83](index=83&type=chunk) - Concurrently with the IPO, **6,920,500 private warrants** were sold to the sponsor and underwriters at **$1.00** per warrant, generating total proceeds of **$6,920,500**[84](index=84&type=chunk) - A total of **$146,625,000** from the IPO and private placement proceeds was placed in a trust account[85](index=85&type=chunk) - Transaction costs amounted to **$8,333,135**, including **$2,875,000** in underwriting fees and **$5,031,250** in deferred underwriting fees[86](index=86&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) No equity securities were purchased by the issuer or affiliated purchasers - None[88](index=88&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[90](index=90&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=20&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) OmniLit Acquisition Corp., a blank check company, incurred a net loss of **$169,488** for the period from inception to **December 31, 2021**, holding **$146.63M** in its trust account [Overview](index=20&type=section&id=Overview) OmniLit Acquisition Corp. is a blank check company incorporated on **May 20, 2021**, not anticipating operating revenues until after a business combination - OmniLit Acquisition Corp. is a blank check company incorporated on **May 20, 2021**, for the purpose of effecting a business combination[91](index=91&type=chunk) - The company expects to incur significant costs in pursuit of its acquisition plans and does not anticipate generating operating revenues until after the completion of its initial business combination[92](index=92&type=chunk)[93](index=93&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) For the period from inception to **December 31, 2021**, the company reported a net loss of **$169,488**, primarily from formation and operational costs - For the period from **May 20, 2021** (inception) through **December 31, 2021**, the company had a net loss of **$169,488**[94](index=94&type=chunk) Components of Net Loss (May 20, 2021 - Dec 31, 2021) | Item | Amount | | :-------------------------------------- | :------- | | Formation and operational costs | $171,167 | | Interest earned on trust account investments | $1,679 | | Net loss | $(169,488) | [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) As of **December 31, 2021**, the company held **$146.63M** in its trust account and **$494,599** in cash outside, with potential **$1.5M** in sponsor loans - As of **December 31, 2021**, the company had **$146,626,679** in cash and investments held in the trust account and **$494,599** of cash held outside of the trust account[98](index=98&type=chunk)[99](index=99&type=chunk) - The IPO generated gross proceeds of **$143,750,000**, and the private placement generated **$6,920,500**, with **$146,625,000** placed in the trust account[95](index=95&type=chunk)[96](index=96&type=chunk) - Cash used in operating activities for the period from inception through **December 31, 2021**, was **$274,017**[97](index=97&type=chunk) - The sponsor or affiliates may loan the company funds up to **$1,500,000** to finance transaction costs, which may be convertible into warrants[100](index=100&type=chunk) [Off-Balance Sheet Financing Arrangements](index=22&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of **December 31, 2021**, the company had no off-balance sheet arrangements - As of **December 31, 2021**, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements[104](index=104&type=chunk) [Contractual Obligations](index=22&type=section&id=Contractual%20Obligations) The company has no long-term debt or lease obligations, but a **$5.03M** deferred underwriting fee is payable upon business combination completion - The company does not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[105](index=105&type=chunk) - A deferred fee of **$5,031,250** is payable to the underwriters from the trust account upon completion of the initial business combination[106](index=106&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies include warrant liabilities and the classification of redeemable common stock as temporary equity - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable authoritative guidance (**ASC 480** and **ASC 815**)[108](index=108&type=chunk) - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes in value recognized immediately[110](index=110&type=chunk)[111](index=111&type=chunk) - Net loss per common share is computed by dividing net loss by the weighted average number of shares outstanding; diluted loss per share is the same as basic loss per share due to no dilutive securities[112](index=112&type=chunk) [Recent Accounting Standards](index=23&type=section&id=Recent%20Accounting%20Standards) Management believes no recently issued, but not yet effective, accounting standards would materially affect financial statements - Management does not believe that any other recently issued, but not yet effective, accounting standards would have a material effect on the financial statements if currently adopted[113](index=113&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, 2021**, the company was not exposed to material market or interest rate risk due to trust account investments - As of **December 31, 2021**, the company was not subject to any material market or interest rate risk[114](index=114&type=chunk) - Net proceeds in the trust account are invested in U.S. government treasury obligations with a maturity of **185 days** or less or in money market funds that invest solely in U.S. treasuries, minimizing interest rate risk[114](index=114&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 company's audited financial statements and supplementary data, presented after Item 16 - The financial statements and supplementary data appear following Item **16** of this Report, beginning on Page **F-1**[115](index=115&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 have been no changes in or disagreements with accountants on accounting and financial disclosure - None[116](index=116&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=24&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of **December 31, 2021**, disclosure controls were effective, with no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of **December 31, 2021**, the company's certifying officers concluded that its disclosure controls and procedures were effective - As of **December 31, 2021**, the company's certifying officers concluded that its disclosure controls and procedures were effective[118](index=118&type=chunk) - Disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that objectives are met[119](index=119&type=chunk) [Management's Annual Report on Internal Controls Over Financial Reporting](index=24&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) This Annual Report does not include management's assessment or an attestation report on internal control over financial reporting due to a transition period - This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report from the independent registered public accounting firm[120](index=120&type=chunk) - This exclusion is due to a transition period established by SEC rules for newly public companies[120](index=120&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 - There were no changes in internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[121](index=121&type=chunk) [ITEM 9B. OTHER INFORMATION](index=24&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item - None[122](index=122&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=24&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Not applicable[123](index=123&type=chunk) [PART III](index=25&type=section&id=PART%20III) [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=25&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company's leadership team comprises experienced executive officers and independent directors, ensuring robust governance and ethical conduct [Executive Officers and Directors](index=25&type=section&id=Executive%20Officers%20and%20Directors) The company's executive officers and directors possess extensive experience in technology, finance, M&A, and public company operations Executive Officers and Directors as of Report Date | Name | Age | Position | | :---------------- | :-- | :----------------------------------- | | Al Kapoor | 53 | Chairman and Chief Executive Officer | | Robert O Nelson II | 50 | Chief Financial Officer | | Skylar M Jacobs | 27 | Chief Operating Officer | | Kent R Weldon | 54 | Independent Director | | Mark D Norman | 54 | Independent Director | | Brian F Hughes | 63 | Independent Director | | James M Jenkins | 57 | Independent Director | - The executive officers and directors possess extensive experience in technology, finance, M&A, and public company operations, with a broad network of contacts and corporate relationships[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) - An execution team with over **100 years** of combined experience supports management in finance, compliance, and industry research[135](index=135&type=chunk) [Officer and Director Qualifications](index=27&type=section&id=Officer%20and%20Director%20Qualifications) Officers and board members possess diverse experience in strategic planning, financial reporting, compliance, and risk management - Officers and board members possess diverse experience in strategic and financial planning, financial reporting, compliance, risk management, and leadership development[137](index=137&type=chunk) - Their collective attributes, leadership skills, and experience in managing assets and facilitating business combinations are deemed valuable for achieving acquisition goals[137](index=137&type=chunk)[138](index=138&type=chunk) [Number and Terms of Office of Officers and Directors](index=27&type=section&id=Number%20and%20Terms%20of%20Office%20of%20Officers%20and%20Directors) The board consists of five directors serving two-year terms, with officers appointed at the board's discretion - The board of directors consists of five directors, divided into two classes, with each class serving a two-year term[139](index=139&type=chunk) - Officers are appointed by the board of directors and serve at the discretion of the board, rather than for specific terms of office[140](index=140&type=chunk) [Family Relationships](index=28&type=section&id=Family%20Relationships) There are no family relationships among any of the company's directors and officers - There are no family relationships among any of the company's directors and officers[141](index=141&type=chunk) [Board Committees](index=28&type=section&id=Board%20Committees) The Board has standing audit and compensation committees, each with a charter filed with the SEC - The Board has standing audit and compensation committees, each with a charter filed with the SEC[142](index=142&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The audit committee, composed of independent directors, oversees the independent auditor and monitors compliance - The audit committee consists of Brian F. Hughes (Chair), James M. Jenkins, and Kent R. Weldon, all of whom are independent directors[143](index=143&type=chunk) - Mr. Hughes qualifies as an 'audit committee financial expert' as defined in applicable SEC rules[144](index=144&type=chunk) - The committee's functions include appointing and overseeing the independent auditor, pre-approving services, setting hiring policies, reviewing related party transactions, and monitoring legal and regulatory compliance[148](index=148&type=chunk) [Compensation Committee](index=29&type=section&id=Compensation%20Committee) The compensation committee, comprising independent directors, reviews and approves executive compensation policies and incentive plans - The compensation committee comprises Kent R. Weldon (Chair) and Mark D. Norman, both independent directors[145](index=145&type=chunk) - Its principal functions include reviewing and approving the CEO's and other officers' compensation, executive compensation policies, and incentive plans[149](index=149&type=chunk) - No compensation of any kind will be paid to existing stockholders, officers, or directors prior to the consummation of an initial business combination[146](index=146&type=chunk) [Director Nominations](index=31&type=section&id=Director%20Nominations) The company does not have a standing nominating committee; independent directors recommend nominees based on diverse qualifications - The company does not have a standing nominating committee but intends to form one if required; independent directors currently recommend nominees[151](index=151&type=chunk) - The board considers educational background, diversity of professional experience, business knowledge, integrity, professional reputation, independence, wisdom, and the ability to represent stockholder interests when evaluating nominees[153](index=153&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=31&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) None of the company's officers serve on the compensation committee of any entity with officers on the company's board - None of the company's officers currently serve, or in the past year have served, as a member of the compensation committee of any entity that has one or more officers serving on the company's board of directors[154](index=154&type=chunk) [Code of Ethics](index=31&type=section&id=Code%20of%20Ethics) The company adopted a code of conduct and ethics applicable to its directors, officers, and employees, filed with the SEC - The company adopted a code of conduct and ethics applicable to its directors, officers, and employees, which was filed with the SEC[155](index=155&type=chunk) - The code codifies business and ethical principles and requires disclosure of any amendments or waivers[155](index=155&type=chunk) [Section 16(a) Beneficial Ownership Reporting Compliance](index=31&type=section&id=Section%2016(a)%20Beneficial%20Ownership%20Reporting%20Compliance) All Section 16(a) filing requirements for executive officers, directors, and greater than **10%** beneficial owners were met timely - Based on reviews and representations, all Section **16(a)** filing requirements applicable to executive officers, directors, and greater than **10%** beneficial owners were filed in a timely manner[157](index=157&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=31&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) The company has no employment agreements or cash compensation for officers or directors, but reimburses out-of-pocket expenses [Employment Agreements](index=31&type=section&id=Employment%20Agreements) The company has not entered into any employment agreements with its executive officers or provided termination benefits - The company has not entered into any employment agreements with its executive officers[158](index=158&type=chunk) - No agreements have been made to provide benefits upon termination of employment[158](index=158&type=chunk) [Executive Officers and Director Compensation](index=31&type=section&id=Executive%20Officers%20and%20Director%20Compensation) No cash compensation has been paid to officers or directors, but out-of-pocket expenses are reimbursed, with potential post-combination fees - None of the officers or directors have received any cash compensation for services rendered to the company[159](index=159&type=chunk) - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses incurred on the company's behalf, with all payments reviewed quarterly by the audit committee[159](index=159&type=chunk) - After the completion of an initial business combination, directors or management team members who remain with the company may be paid consulting or management fees, determined by the combined company's board[161](index=161&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=33&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of **April 1, 2022**, OmniLit Sponsor LLC and Al Kapoor each beneficially owned **25.00%** of the company's common stock [Security Ownership Table](index=33&type=section&id=Security%20Ownership%20Table) As of **April 1, 2022**, the company had **19,166,667 shares** of common stock outstanding, with OmniLit Sponsor LLC and Al Kapoor each owning **25.00%** - As of **April 1, 2022**, the company had **19,166,667 shares** of common stock issued and outstanding[164](index=164&type=chunk) Beneficial Ownership of Common Stock (April 1, 2022) | Name and Address of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class | | :----------------------------------- | :-------------------------------------------------- | :--------------- | | OmniLit Sponsor LLC | 4,791,667 | 25.00% | | Al Kapoor | 4,791,667 | 25.00% | | All officers and directors as a group (7 individuals) | 4,791,667 | 25.00% | | Highbridge Capital Management, LLC | 1,160,877 | 8.08% | | Saba Capital Management, L.P. | 1,066,604 | 7.20% | [Securities Authorized for Issuance Under Equity Compensation Plans](index=33&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) No securities are authorized for issuance under equity compensation plans - None[167](index=167&type=chunk) [Changes in Control](index=33&type=section&id=Changes%20in%20Control) No changes in control to report - None[168](index=168&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=34&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company engaged in related party transactions, including sponsor share and warrant purchases, and maintains director independence [Related Party Transactions](index=34&type=section&id=Related%20Party%20Transactions) Related party transactions include the sponsor's purchase of founder shares and private warrants, and a repaid **$300,000** IPO loan - The sponsor purchased **4,791,667 founder shares** for **$25,000**[170](index=170&type=chunk) - Concurrently with the IPO, the sponsor, Imperial Capital, LLC, and I-Bankers Securities sold **6,920,500 private warrants** for **$6,920,500**[171](index=171&type=chunk) - The sponsor loaned the company **$300,000** for IPO expenses, which was repaid upon the closing of the IPO[175](index=175&type=chunk) - The company's executive offices are provided by its sponsor at no charge[176](index=176&type=chunk) - The sponsor or affiliates may loan the company up to **$1,500,000** for working capital, convertible into warrants at **$1.00** per warrant[177](index=177&type=chunk) [Registration Rights](index=35&type=section&id=Registration%20Rights) Holders of founder shares and private warrants are entitled to registration rights, with the company bearing associated expenses - Holders of founder shares and private warrants are entitled to registration rights, requiring the company to register a sale of their securities[180](index=180&type=chunk) - The company will bear the expenses incurred in connection with the filing of any registration statements pursuant to the registration rights agreement[180](index=180&type=chunk) [Related Party Policy](index=35&type=section&id=Related%20Party%20Policy) The company adopted a code of ethics requiring avoidance of conflicts of interest, with the audit committee reviewing related party transactions - The company adopted a code of ethics post-IPO, requiring avoidance of conflicts of interest, except under approved guidelines or resolutions[182](index=182&type=chunk) - The audit committee is responsible for reviewing and approving related party transactions, requiring an affirmative vote of a majority of its members[183](index=183&type=chunk) - Affiliated business combinations require an opinion from an independent investment banking or accounting firm that the transaction is fair to the company from a financial point of view[185](index=185&type=chunk) [Director Independence](index=37&type=section&id=Director%20Independence) A majority of the board consists of independent directors, as defined by Nasdaq listing standards and SEC rules - A majority of the board of directors, specifically Brian F. Hughes, James M. Jenkins, Mark D. Norman, and Kent R. Weldon, are deemed 'independent directors' as defined by Nasdaq listing standards and applicable SEC rules[186](index=186&type=chunk) - Independent directors hold regularly scheduled meetings at which only independent directors are present[186](index=186&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=37&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Marcum LLP charged **$94,760** for IPO-related services and the **2021** financial statement audit, with all services now pre-approved by the audit committee [Public Accounting Fees](index=37&type=section&id=Public%20Accounting%20Fees) Marcum LLP, the independent auditor, billed **$94,760** for IPO services and the **2021** financial statement audit - Marcum LLP is the independent registered public accounting firm[187](index=187&type=chunk) - For the period from **May 20, 2021** (inception) through **December 31, 2021**, audit fees totaled approximately **$94,760** for IPO services and the **2021** financial statement audit[188](index=188&type=chunk) - No audit-related fees, tax fees, or other fees were billed for the period[189](index=189&type=chunk)[190](index=190&type=chunk) [Pre-Approval Policy](index=38&type=section&id=Pre-Approval%20Policy) The audit committee now pre-approves all auditing and permitted non-audit services, including fees and terms - The audit committee, formed upon IPO consummation, now pre-approves all auditing services and permitted non-audit services, including fees and terms[191](index=191&type=chunk)[192](index=192&type=chunk) - Services rendered prior to the audit committee's formation were approved by the board of directors[192](index=192&type=chunk) [PART IV](index=39&type=section&id=PART%20IV) [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=39&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the audited financial statements, confirms omission of schedules, and provides an index of filed exhibits [Financial Statements](index=39&type=section&id=Financial%20Statements) The report includes the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, and Cash Flows - The report includes the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Equity, Statement of Cash Flows, and Notes to Financial Statements[194](index=194&type=chunk) [Financial Statement Schedules](index=39&type=section&id=Financial%20Statement%20Schedules) All financial statement schedules are omitted as the required information is not applicable or presented elsewhere - All financial statement schedules are omitted as the required information is not applicable or is presented in the financial statements or related notes[194](index=194&type=chunk) [Exhibits](index=39&type=section&id=Exhibits) The report includes various exhibits such as the Underwriting Agreement, Certificate of Incorporation, Bylaws, and other corporate documents - The report includes various exhibits such as the Underwriting Agreement, Certificate of Incorporation, Bylaws, Specimen Certificates, Warrant Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreement, Indemnity Agreements, Code of Ethics, and certifications[195](index=195&type=chunk)[197](index=197&type=chunk) - Copies of these materials can be obtained on the SEC website at **www.sec.gov**[194](index=194&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=42&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item indicates that no Form 10-K summary is provided - None[199](index=199&type=chunk) [Financial Statements](index=43&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=44&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP issued an unqualified opinion on the company's financial statements, emphasizing its SPAC status and liquidation date - Marcum LLP issued an unqualified opinion on the company's financial statements as of **December 31, 2021**, and for the period from **May 20, 2021** (inception) through **December 31, 2021**, stating they are presented fairly in all material respects in conformity with **GAAP**[204](index=204&type=chunk) - The report emphasizes that the company is a **SPAC** with a scheduled liquidation date of **February 12, 2023**, and must sign a letter of intent for a business acquisition to extend this date[205](index=205&type=chunk) - Marcum LLP has served as the company's auditor since **2021**[209](index=209&type=chunk) [Balance Sheet as of December 31, 2021](index=45&type=section&id=Balance%20Sheet%20as%20of%20December%2031%2C%202021) As of **December 31, 2021**, total assets were **$147.43M**, with **$146.63M** in marketable securities held in the Trust Account Balance Sheet Highlights (December 31, 2021) | Item | Amount | | :-------------------------------------- | :----------- | | Total assets | $147,428,222 | | Marketable securities held in Trust Account | $146,626,679 | | Total current assets | $666,507 | | Total liabilities | $5,235,345 | | Deferred underwriters' discount | $5,031,250 | | Class A Common stock subject to possible redemption | $146,625,000 | | Total stockholders' deficit | $(4,432,123) | [Statement of Operations for the period from May 20, 2021 (inception) to December 31, 2021](index=46&type=section&id=Statement%20of%20Operations%20for%20the%20period%20from%20May%2020%2C%202021%20(inception)%20to%20December%2031%2C%202021) For the period from inception to **December 31, 2021**, the company reported a net loss of **$169,488**, primarily from formation and operating costs Statement of Operations Highlights (May 20, 2021 - Dec 31, 2021) | Item | Amount | | :-------------------------------------- | :----------- | | Formation and operating costs | $171,167 | | Loss from operations | $(171,167) | | Interest earned on investment held in Trust Account | $1,679 | | Net loss | $(169,488) | | Basic and diluted net loss per share, Class A common stock | $(0.01) | | Basic and diluted net loss per share, Class B common stock | $(0.01) | [Statement of Changes in Stockholders' Deficit for the period from May 20, 2021 (inception) to December 31, 2021](index=47&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Deficit%20for%20the%20period%20from%20May%2020%2C%202021%20(inception)%20to%20December%2031%2C%202021) The Statement of Changes in Stockholders' Deficit shows a total deficit of **-$4.43M** as of **December 31, 2021**, reflecting warrant proceeds and remeasurements Key Changes in Stockholders' Deficit (May 20, 2021 - Dec 31, 2021) | Item | Amount | | :-------------------------------------- | :----------- | | Class B common stock issued | $479 | | Proceeds from issuance of public warrants, net | $3,359,443 | | Issuance of private placement warrants, net | $6,900,893 | | Remeasurement of shares subject to redemption | $(14,547,971) | | Net income | $(169,488) | | Balance as of December 31, 2021 | $(4,432,123) | [Statement of Cash Flows for the period from May 20, 2021 (inception) to December 31, 2021](index=48&type=section&id=Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20May%2020%2C%202021%20(inception)%20to%20December%2031%2C%202021) Net cash used in operating activities was **$274,017**, offset by **$147.39M** from financing activities, resulting in **$494,599** cash at period-end Cash Flow Summary (May 20, 2021 - Dec 31, 2021) | Activity | Amount | | :-------------------------------- | :----------- | | Net cash used in operating activities | $(274,017) | | Net cash used in investing activities | $(146,625,000) | | Net cash provided by financing activities | $147,393,616 | | Net change in cash | $494,599 | | Cash, end of the period | $494,599 | [Notes to Financial Statements](index=49&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC operations, IPO, private placement, related party transactions, and significant accounting policies [Note 1 — Organization and Business Operations](index=49&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) OmniLit Acquisition Corp., a SPAC, completed its IPO on **November 12, 2021**, raising **$143.75M**, with a **15-month deadline** for business combination - OmniLit Acquisition Corp. was incorporated on **May 20, 2021**, as a blank check company to effect a business combination[220](index=220&type=chunk) - The company completed its IPO on **November 12, 2021**, raising **$143,750,000**, and a private placement of warrants for **$6,920,500**, with **$146,625,000** deposited into a trust account[222](index=222&type=chunk)[223](index=223&type=chunk)[226](index=226&type=chunk) - The company must complete a business combination within **15 months** from the IPO closing (extendable up to **21 months**) or redeem public shares and liquidate[231](index=231&type=chunk) - The sponsor, officers, and directors have waived redemption rights and rights to liquidating distributions for founder shares if a business combination is not completed[232](index=232&type=chunk) [Note 2 — Significant Accounting Policies](index=53&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Key accounting policies include **GAAP** conformity, 'emerging growth company' exemptions, fair value measurement of securities, and warrant classification - Financial statements are presented in U.S. dollars in conformity with **GAAP**[240](index=240&type=chunk) - The company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for complying with new or revised accounting standards[241](index=241&type=chunk)[242](index=242&type=chunk) - Marketable securities held in the Trust Account are classified as trading securities or recognized at fair value, consisting of U.S. government securities or money market funds[245](index=245&type=chunk) - Offering costs totaling **$8,333,135** were recorded as a charge in accumulated deficit[248](index=248&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value, with changes recognized immediately[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) - Management concluded that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[257](index=257&type=chunk) - The company accounts for income taxes under **ASC 740**, with no unrecognized tax benefits or accrued interest/penalties as of **December 31, 2021**[258](index=258&type=chunk)[260](index=260&type=chunk) - Basic and diluted net loss per share for the period ended **December 31, 2021**, was **$(0.01)** for both Class A and Class B common stock, as there were no dilutive securities[265](index=265&type=chunk) [Note 3 — Initial Public Offering](index=57&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) The IPO on **November 12, 2021**, raised **$143.75M** from **14,375,000 units**, with a **$5.03M** deferred underwriting discount - On **November 12, 2021**, the company completed its IPO of **14,375,000 units** at **$10.00** per unit, generating gross proceeds of **$143,750,000**[268](index=268&type=chunk) - Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at **$11.50** per share[268](index=268&type=chunk) - Underwriters received a cash underwriting discount of **$2,875,000** and are entitled to a deferred underwriting discount of **$5,031,250** upon completion of the initial business combination[269](index=269&type=chunk) [Note 4— Private Placement](index=57&type=section&id=Note%204%E2%80%94%20Private%20Placement) A private placement of **6,920,500 warrants** generated **$6.92M**, with sponsor waivers for redemption rights on founder shares - Simultaneously with the IPO, the company completed a private placement of **6,920,500 Private Placement Warrants** at **$1.00** per warrant, generating gross proceeds of **$6,920,500**[270](index=270&type=chunk) - These private warrants are identical to public warrants but have transfer restrictions and are entitled to registration rights[271](index=271&type=chunk) - The sponsor has agreed to waive redemption rights for its founder shares and public shares, and rights to liquidating distributions from the Trust Account for founder shares if a business combination is not completed[273](index=273&type=chunk) [Note 5 — Related Party Transactions](index=59&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Related party transactions include sponsor advances, a repaid **$300,000** promissory note, and potential **$1.5M** working capital loans - The sponsor advanced **$363,995** to cover expenses, which was repaid upon the IPO consummation[274](index=274&type=chunk) - A **$300,000** unsecured promissory note from the sponsor for IPO expenses was also repaid upon IPO closing[275](index=275&type=chunk) - The sponsor or affiliates may provide working capital loans up to **$1,500,000**, convertible into private placement-equivalent warrants at **$1.00** per warrant[276](index=276&type=chunk) - The sponsor holds **4,791,667 founder shares** (Class B common stock) for **$25,000**, subject to transfer restrictions until one year post-business combination or if Class A common stock price reaches **$12.00** for **20 trading days** within a **30-day** period[278](index=278&type=chunk) [Note 6 — Commitments](index=61&type=section&id=Note%206%20%E2%80%94%20Commitments) Commitments include registration rights for founder shares and warrants, a **$5.03M** deferred underwriting commission, and a right of first refusal for Imperial Capital - Holders of founder shares, Private Placement Warrants, and underlying securities have registration rights, with the company bearing the expenses[281](index=281&type=chunk) - A deferred underwriting commission of **$5,031,250** is payable to the underwriters upon completion of a business combination[283](index=283&type=chunk) - The company granted Imperial Capital a right of first refusal for investment banking and/or financial advisory services for certain future transactions, lasting up to **12 months** post-business combination (max three years from registration statement effective date)[284](index=284&type=chunk) [Note 7 — Stockholder's Deficit](index=61&type=section&id=Note%207%20%E2%80%94%20Stockholder's%20Deficit) As of **December 31, 2021**, the company had **14,375,000 Class A** and **4,791,667 Class B** common shares outstanding, with Class B converting to Class A upon business combination - A recapitalization on **November 1, 2021**, resulted in the sponsor owning **4,791,667 founder shares** (Class B common stock)[285](index=285&type=chunk) Authorized and Outstanding Shares (December 31, 2021) | Class | Authorized Shares | Outstanding Shares | | :------------------- | :---------------- | :----------------- | | Preferred Stock | 1,000,000 | 0 | | Class A Common Stock | 100,000,000 | 14,375,000 | | Class B Common Stock | 20,000,000 | 4,791,667 | - Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon the business combination, subject to adjustment[288](index=288&type=chunk) [Warrants](index=63&type=section&id=Warrants) As of **December 31, 2021**, **7,187,500 Public Warrants** and **6,920,500 Private Placement Warrants** were outstanding, exercisable at **$11.50 per share** - As of **December 31, 2021**, there were **7,187,500 Public Warrants** and **6,920,500 Private Placement Warrants** outstanding[292](index=292&type=chunk) - Each whole warrant entitles the holder to purchase one Class A common stock at **$11.50** per share, exercisable on the later of **12 months** from IPO or **30 days** after business combination, and expiring **five years** after business combination[293](index=293&type=chunk)[294](index=294&type=chunk) - The company may call warrants for redemption at **$0.01** per warrant if the Class A common stock's reported last sale price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day** period[297](index=297&type=chunk) [Note 8 — Fair Value](index=63&type=section&id=Note%208%20%E2%80%94%20Fair%20Value) Marketable securities in the Trust Account are measured at fair value using Level 1 inputs, while warrants are Level 3, valued using a modified Black-Scholes model - Marketable securities held in the Trust Account are measured at fair value using Level **1** inputs (quoted prices for identical instruments in active markets)[299](index=299&type=chunk)[301](index=301&type=chunk) - Warrants were initially measured at fair value on **November 9, 2021**, using a modified Black-Scholes model and classified as Level **3** due to unobservable inputs[302](index=302&type=chunk) Warrant Valuation Inputs (November 9, 2021) | Input | Public Warrants | Private Placement Warrants | | :-------------------- | :-------------- | :------------------------- | | Common stock price | $9.79 | $9.79 | | Risk-free interest rate | 1.34% | 1.34% | | Expected term in years | 5.87 years | 5.87 years | | Expected volatility | 10.00% | 10.00% | | Exercise price | $11.50 | $11.50 | | Fair Value per warrant | $0.50 | $0.50 | [Note 9-Income Taxes](index=65&type=section&id=Note%209-Income%20Taxes) As of **December 31, 2021**, net deferred tax assets of **$41,935** were fully offset by a valuation allowance, resulting in a **0.0%** effective tax rate - As of **December 31, 2021**, the company had net deferred tax assets of **$41,935**, fully offset by a valuation allowance due to uncertainty regarding future realization[304](index=304&type=chunk)[305](index=305&type=chunk) - The income tax provision for the period from inception through **December 31, 2021**, was **$0**, and the effective tax rate was **0.0%** due to the full valuation allowance[304](index=304&type=chunk)[307](index=307&type=chunk) - The company has **$122,158** of U.S. federal and state net operating loss carryovers that do not expire[304](index=304&type=chunk) [Note 10-Subsequent Events](index=66&type=section&id=Note%2010-Subsequent%20Events) No subsequent events requiring adjustment or disclosure were identified, except for a **$100,000** working capital commitment from the sponsor - No subsequent events requiring adjustment or disclosure were identified, except for the sponsor's commitment letter to provide **$100,000** of additional working capital if needed for operations prior to a business combination[307](index=307&type=chunk) ```

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, 2021 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 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identific ...