OmniLit Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Syntec Optics, Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
OmniLit Acquisition Corp. entered into a business combination agreement with Syntec Optics, Inc.
- Syntec Optics provides optical and opto-mechanical products and services.
- The Company develops, manufactures, and assembles custom optical solutions for defense and security, medical, and virtual reality applications.
- Syntec Optics serves customers worldwide.
- The Company is one of the largest custom optics and photonics manufacturers in the United States.
TRANSACTION
- Al Kapoor, who serves as OmniLit’s Chief Executive Officer and Chairman and as the Sponsor’s Manager, is the Chairman and majority stockholder of Syntec Optics.
- At the Closing, OmniLit will be renamed “Syntec Optics Holdings, Inc.”
- Approximately 31,600,000 Class A shares of the Aggregate Merger Consideration will be issued to holders of outstanding Syntec Optics common stock.
SPAC FUNDING
- More information to come.
EARNOUT
- Company
- OmniLit will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to the Syntec Optics’ existing stockholder.
- The Contingent Earnout shares will vest upon OmniLit Common Stock achieving the following stock trading price thresholds (the “Contingent Earnout Trigger Price”) following the Closing:
- one-third (1/3rd) at $12.50 per share,
- one-third (1/3rd) at $14.00 per share, and
- one-third (1/3rd) at $15.50 per share.
- Sponsor
- OmniLit will issue up to 2,000,000 shares of Common Stock (the “Performance-based-Earnout”) to members of the management team of the Surviving Corporation from time to time, to the extent determined by the Board of Directors in its sole discretion, to be issued as restricted stock units or incentive equity grants.
- The Performance-based Earnout shares shall be awarded by the Board of Directors based on achieving the following performance thresholds following the Closing:
- one-half (1/2) at achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 financial audited statements, and
- one-half (1/2) at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 financial audit statement.
LOCK-UP
- Company and Sponsor
- The company and sponsor have agreed not to transfer, assign, or sell any of their shares until the earlier to occur of:
- (i) one year after the date of the consummation of our initial business combination; or
- (ii) the date on which we consummate a liquidation, merger, stock exchange, or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property
- The company and sponsor have agreed not to transfer, assign, or sell any of their shares until the earlier to occur of:
NOTABLE CONDITIONS TO CLOSING
- OmniLit and Syntec Optics shareholder approvals
- OmniLit shall have at least $5,000,001 of net tangible assets
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated by either OmniLit or Syntec Optics if the Closing has not occurred on or prior to nine (9) months after the date the Business Combination Agreement (the “Outside Date”)
ADVISORS
- More information to come.
EXTENSION – 12/22/22 – LINK
- The SPAC approved the extension from February 8, 2023 to November 8, 2023
- 13,026,951 shares were redeemed at the meeting.
SUBSEQUENT EVENT – 12/12/22 – LINK
- The shareholder vote to extend was adjourned again until December 21, 2022.
- The Company and its sponsor, OmniLit Sponsor, LLC, have entered into one or more non-redemption agreements with certain stockholders, and expect to enter into additional Non-Redemption Agreements prior to the Special Meeting.
- The Non-Redemption Agreement, provides for the allocation 1 share of Class B common stock in exchange for every 2.3 Investor Shares held and not redeemed at the Special Meeting.
- The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement.
MANAGEMENT & BOARD
Executive Officers
Al Kapoor, 53
Chief Executive Officer and Chairman of the Board of Directors
Al Kapoor has engaged in finding, acquiring, and growing optics and photonics companies since 1997 as a technology entrepreneur immediately after graduating Harvard Business School. Shortly thereafter he found and acquired his first advanced manufacturing company in Rochester New York, renamed it Syntec Optics, transformed it into a defense, medical and consumer optics and photonics leader, and accelerated growth with add-on acquisitions. This deep technical and business experience has led to diverse relationships in the optics and photonics ecosystem – suppliers, customers, end-users, venture capitalists, private equity managers, entrepreneurs, and executives. Al runs an app called PioneeringMinds with a fortnightly newsletter on future industries with circulation of over 100,000 to executives around the country. He continues to invest in optics and photonics, from driverless cars, robotics, virtual reality, sensors, to terabit internet. He is also on the advisory council for MIT’s program to train and educate the workforce for new disruptions in the area of integrated photonics. Al has been invited to the White House on several occasions to participate in innovation policy discussions. Al studied various disciplines of engineering and business at 5 universities earning an MBA from Harvard University and MS from Iowa State University.
Robert O. Nelson II, 49
Chief Financial Officer
Robert O. Nelson II has 20+ years of finance, tax, and technology experience. Robert has successfully supported public & private corporations, including optics and photonics companies, in design and transformation of their general accounting, financial close, consolidation, budgeting, and forecasting functions. He has worked in domestic and international areas, advising clients in finance and tax technology optimization projects, tax accounting, tax compliance, and IP planning. Robert has built a proven management track record of successful business transformation. Drawing upon steady leadership, determination, and strategic insight, Robert has leveraged financial and operational best practices as well as sound judgment in guiding teams through the intricacies of aligning organizational performance with corporate strategy. Most recently, as Vice President of Financial Systems at AMG (NASDAQ: AMG), he has worked with the executive management team on enhancing financial operations, business systems, regulatory reporting and business process improvements. Previously, Robert played a key role in SEC compliance for a spin-out of an optics and photonics division from a public company, which now has an over $1B valuation. During his tenure as a consultant, he provided guidance and consultation to CFOs and finance departments on internal control, regulatory reporting, taxation, financial due diligence and systems implementations. While at Deloitte, Robert instructed at many of Deloitte’s national technical training sessions covering international and domestic tax concepts and enterprise performance management solutions. Robert is a Certified Public Accountant and earned a Master of Science in Taxation from Bentley University’s McCallum Graduate School of Business and a Master of Science in Information Systems from Boston University’s Graduate School of Management.
Skylar M. Jacobs, 27
Chief Operating Officer
Skylar M. Jacobs compliments an experienced Sponsor Team with his eight years of execution experience working with technology entrepreneurs and meeting their specific growth and capital needs. Most recently, as Vice President of Business Development and Operations at PainQx, a medical device company developing proprietary AI algorithms to translate neural activity into actionable health diagnoses, Skylar developed a non-dilutive funding pipeline, but more importantly, developed and executed a fundraising strategy across high-net-worth individuals, family offices, venture funds, and strategic partners for eventual M&A activities. Prior to PainQx, Skylar M. Jacobs started his career in investment consulting at Life Science Nation helping scientist entrepreneurs connect with investors and develop their fundraising campaigns. Skylar spent several years developing strategies and partnering opportunities for Healthcare companies including Cascade Prodrug, Meenta, Andaman7, and SpringTide Partners, a Healthcare IT focused venture fund. Skylar also worked on business strategies for CureMatch, an AI-driven oncology diagnostic company, and with one of the world’s first CRO marketplaces, Assay Depot, rebranded as Scientist.com. Skylar received a B.S. in Molecular Biology with minors in Business and Literature from the University of California, San Diego.
Board of Directors
Kent R. Weldon, 54
Director
Kent R. Weldon has three decades of experience in finding, structuring, and acquiring companies. He is an advisory partner to Thomas H. Lee Partners, previously serving as managing director, starting at the firm in 1991. Thomas H. Lee Partners has raised over $25B in capital since 1974. Prior to joining Thomas H. Lee Partners, Mr. Weldon worked at Morgan Stanley & Co. Incorporated in the Financial Institutions Group. Mr. Weldon also worked at Wellington Management Company, an institutional money management firm. Mr. Weldon’s prior directorships include Acosta Sales and Marketing, Bargain Hunt, CTI Foods, Give and Go Prepared Foods Corp., iHeartMedia, Inc., CMP Susquehanna Corp., FairPoint Communications, Inc. (NASDAQ: FRP), Fisher Scientific International Inc. (NYSE: TMO), Michael Foods, Nortek, Inc. (NASDAQ: NTK), Phillips Pet Food & Supplies, and Progressive Moulded Products; Mr. Weldon holds a B.A., summa cum laude, in Economics and Arts and Letters Program for Administrators from the University of Notre Dame and an M.B.A. from Harvard Business School.
Mark D. Norman, 54
Director
Mark D. Norman is a Managing Partner at FM Capital and serves on the boards of the following FM Capital portfolio companies: AutoPay, Gatik, GuardKnox, Lunewave, Motorq, NextDroid and Optimus Ride. Mark has significant experience leading both early stage and global businesses in the automotive manufacturing, service and mobility industries. He started washing cars at the local Chrysler dealership in high school and ultimately was named CEO of Chrysler Canada (NYSE: STLA (merged with Stellantis)). From there, he was recruited to become CEO of Flexcar, a nascent car-sharing company. He successfully negotiated the sale of Flexcar to rival Zipcar (NASDAQ: ZIP), where as president, he led the company’s expansion into over 25 major cities and more than 300 college campuses, creating the world’s largest carsharing network. Mark and the team managed the company’s IPO on the NASDAQ and subsequent sale to Avis Budget Group (NASDAQ: CAR).
Brian F. Hughes, 63
Director
Brian F. Hughes serves on the board of Bentley Systems (NASDAQ: BSY) and is also currently involved in multiple SPAC and de-SPAC processes. He is the former head of venture capital and private equity practice at KPMG. He possesses diverse and deep experience in public accounting, with a unique specialization as a lead client services partner. He has led multiple successful IPOs with additional significant experience with acquisitions and divestitures. Client work has included supporting entrepreneurs with high-growth companies throughout the entire life cycle: from the development stage, through subsequent rounds of financings and other capital formation transactions, on to an IPO or acquisition by a larger market participant.
James M. Jenkins, 57
Director
James M. Jenkins specializes in securities law matters for initial and secondary public offerings, private placements, mergers and acquisitions, and securities law compliance for SPACs. James was the practice leader of HSE Law’s Securities practice, and the Partner in Charge of HSE’s New York City office. Professional Affiliations: Member, New York State Bar Association, General Counsel to Transcat (Nasdaq: TRNS), 2001 – Present, Board of Directors, Lakeland Industries, Inc. (Nasdaq: LAKE), 2012-2015, 2016 – Present, Chair, Governance Committee, 2016 – Present; Member, 2012-2015, Member, Compensation Committee, 2012-2015, 2016 – Present, Member, Audit Committee, 2012-2015, 2016 – Present, General Counsel to Jerash Holdings, Inc., 2016-2020, General Counsel to IEC Electronics, Inc. (NYSE/MKT: IEC), 2015-2020, General Counsel and Corporate Secretary to iVEDiX, Inc., 2013-2020, General Counsel and Corporate Secretary to Finger Lakes Technologies Group, Inc., 2013-2020.
Wally Bishop, — [Appointed 4/10/23]
Director
Mr. Bishop brings decades of expertise on regulatory compliance, independent financial audits, and corporate governance. He began his career as an audit manager at KPMG in 1985. He held the positions of Chief Administrative Officer for Barclay’s Bank (NYSE: BSC) from 1995-1997. He joined Deutsche Bank (NYSE: DB) in 1997 retiring as Chief Operating Officer of Deutsche Bank’s US Bank after over two decades in 2019. Mr. Bishop served as a senior advisor to the SPAC Thunder Bridge Capital Acquisition II, which merged with indie Semiconductor in 2021 (NASDAQ: INDI). As Chair of the Audit Committee, Mr. Bishop will provide the independent oversight of independent auditors. Mr. Bishop received his BBA from Baruch College and an MBA from St. John’s University.
Brent Rosenthal, — [Appointed 4/10/23]
Director
Mr. Rosenthal brings decades of expertise in M&A and financings in public and private markets for equity and debt in the communications end-markets. Mr. Rosenthal started his career as an auditor at Deloitte in 1993. As a partner in affiliates of W.R. Huff Asset Management from 2002-2016, he served as an adviser and observer of the board of directors of Virgin Media (NASDAQ: VMED) and as a consultant to the company, providing operations improvement services, financial analysis, and recommendations. From 2007 through 2010, he served as an advisor to the executive management of Time Warner Cable (NASDAQ: TWC). In addition, Mr. Rosenthal worked on financing the bank debt and sub-debt for Nielsen (NYSE: NLSN) in a public-to-private market transaction and supported the venture capital investment behind American Idol (NASDAQ: CKXE) and certain IP rights. Mr. Rosenthal served on the Board of Directors of Rentrak (NASDAQ: RENT) from 2008 to 2016 including as non-executive Chairman of the board from 2011 through 2016. Most recently, Mr. Rosenthal has been focused on small and micro-cap equities especially in communications end-markets that is seeing increasing use of optics and photonics, OLIT’s focus. Mr. Rosenthal earned his B.S. from Lehigh University and an MBA at Cornell University.
Albert Manzone, — [Appointed 4/10/23]
Director
Mr. Manzone brings decades of expertise in strategic vision, operational excellence, M&A, talent development, and compensation planning. Mr. Manzone was at McKinsey and Company from 1993-1997, followed by PepsiCo (NASDAQ:PEP) for over a decade, working on many critical initiatives in the global operations including the acquisition and post-close operations integration of Tropicana, Quaker, and Tropicana. Mr. Manzone has held numerous executive leadership roles including President, Europe at Oettinger Davidoff AG; President Consumer Health, Southeast Europe, at Novartis (NYSE: NVS); President, Europe at Wm. Wrigley Jr. Company; and CEO of Whole Earth Brands (NASDAQ: FREE) leading a successful turnaround and doubling in size. Mr. Manzone serves as Director and Member of the Talent & Compensation Committee on the Perrigo (NYSE: PRGO) Board; Member of the Board of Trustees of Northwestern University; President of the Board of the Northwestern Alumni Association; and Director of the Price Albert II of Monaco Foundation for the Environment. He holds a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University, and a graduate degree in international business from the Sorbonne University.
