OmniLit Acquisition in a regulatory filing said it entered into a merger agreement with Syntec Optics. The SPAC's CEO and Chairman Al Kapoor formed Syntec in 1997.
According to a separate proxy filing, since OmniLit's ipo in November 2021, the SPAC has issued one Indication of Interest, issued and pursued seven Letters of Intent, signed two Letters of Intent for a potential merger, and ultimately signed and entered into the business combination agreement with Syntec.
Terms call for Syntec investors to receive 31.6 million shares. The aggregate merger consideration is $325 million minus net debt.
At closing OmniLit will also issue 26 million additional shares to the Syntec Optics' existing stockholder. Contingent earnout shares will vest upon OmniLit stock achieving certain price thresholds following the closing: one-third at $12.50 per share, one-third at $14.00 per share and one-third at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
OmniLit will also issue up to 2 million shares in a performance-based-earnout to members of the management team of the surviving corporation from time to time, to the extent determined by the board in its sole discretion, to be issued as restricted stock units or incentive equity grants. Read more.