United States securities and exchange commission logo
August 24, 2023
Al Kapoor
Chief Executive Officer
OmniLit Acquisition Corp.
1111 Lincoln Road , Suite 500
Miami Beach , FL 33139
Re: OmniLit Acquisition
Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed August 11,
2023
File No. 333-271822
Dear Al Kapoor:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 4, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed August 11,
2023
Background of the Business Combination, page 98
1. We note your response
to previous comment 4 and re-issue the comment in part. We note
your revised disclosure
that "Syntec Optics was not considered as an initial candidate
because the OmniLit
research team had not identified it through their initial private
company search
parameters." Please expand on this statement to explain what initial
private company search
parameters Syntec lacked. If applicable, please explain if Syntec
lacked any of the
specific criteria listed on page 100 or how the "shifting tailwinds and
shifting economic
conditions" impacted the search for a merger target. In this regard, we
note your statement on
page 98 that you "expect to focus on acquiring a business
combination target
within the advanced manufacturing industry, specifically the photonics
Al Kapoor
OmniLit Acquisition Corp.
August 24, 2023
Page 2
or optics sectors, and related sectors, with an enterprise value of
approximately $350
million to $750 million." Syntec appears to meet this general criteria
based on its business
in the photonics and optics sectors and the estimated equity values
prepared by
Benchmark and the initial December 18, 2022 equity value of $540 million
arrived at by
OmniLit.
The OmniLit Board and Special Committee's Reasons for the Approval of the
Business
Combination, page 105
2. We note your response to previous comment 5 and re-issue the comment in
part. Please
expand on your statement that the Board "considered the potential
conflict of interest
associated with a Business Combination with an affiliate of the Sponsor"
to discuss any
specific considerations the Board gave to these potential conflicts and
explain how in light
of the potential conflicts of interests, the Board recommended to approve
the Business
Combination.
Syntec Optics Financial Statements for the Years Ended December 31, 2022 and
2021
Note 2. Revenue Recognition
Disaggregated Revenues , page F-46
3. We reissue our prior comment 12. Revise here and in your annual financial
statements to
present disaggregated revenues in accordance with ASC 606-10-50-5 through
7. Explain
to us, as part of your response, the basis for your determination of each
type of revenue
listed in the table.
Note 6. Loan to Stockholder, page F-47
4. We reissue our prior comment 13. Please tell us who the loan was issued
to and explain to
us your accounting for the distribution, citing the accounting guidance
upon which you
based your accounting.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with
any other
questions.
Sincerely,
FirstName LastNameAl Kapoor Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameOmniLit Acquisition Corp.
Services
August 24, 2023 Page 2
cc: Christopher J. Capuzzi. Esq.
FirstName LastName