What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-01-30 compared with 2022-04-01 · 44 added, 47 removed, 467 unchanged (16% of the section changed)

Acquisition Corp.

(“OLIT,” the “Company,” “we” or “us”) is a newly organized blank check

(“OLIT,” the “Company,” “we” or “us”) is a blank check

company incorporated on May 20, 2021 and formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange,

111 unchanged sentences

subsequent sale to Avis Budget Group (NASDAQ:

Hughes serves as an independent director.

Brian 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.

Jenkins serves as an independent director.

170 unchanged sentences

of opportunities from which to evaluate and select a business that will benefit from our expertise.

Management Team.

We will leverage the extensive experience of our management team, all of whom have been involved at various levels

in acquisitions, financings, and advisory transactions, totaling billions in transaction value, and have significant experience investing

in a variety of economic cycles, with a track record of identifying high-quality assets with opportunities for optimization.

our management team’s ability to originate, effectively diligence, and creatively and thoughtfully structure transactions will

generate attractive risk-adjusted returns for investors.

We believe we will benefit from our management team’s successful track

record in technology and business services industry, including experiences serving as corporate executives and board members for various

companies, both public and private.

Strong Management Team.

We will leverage the

extensive experience of our management team, all of whom have been involved at various levels in acquisitions, financings, and advisory

transactions, totaling billions in transaction value, and have significant experience investing in a variety of economic cycles,

with a track record of identifying high-quality assets with opportunities for optimization.

We believe our management team’s

ability to originate, effectively diligence, and creatively and thoughtfully structure transactions will generate attractive risk-adjusted

returns for investors.

We believe we will benefit from our management team’s successful track record in technology and business

services industry, including experiences serving as corporate executives and board members for various companies, both public and

Sourcing Channels and Leading Industry Relationships.

3 unchanged sentences

Underwriting, Execution, and Structuring Capabilities.

Our management team will apply to our acquisition targets a rigorous analytical review and diligence process that its individual members apply or have applied in their current or past professional experiences.

The sensitivity of financial and operational drivers to external factors is a key component of evaluating investment opportunities and pricing risk.

We believe our investment discipline will allow us to identify opportunities where our management team can create stockholder value, which may include operational or capital structure improvements, as well as the introduction of new technologies and/or products to drive growth.

Our management team will apply to our acquisition targets a rigorous analytical review and diligence process that its individual

members apply or have applied in their current or past professional experiences.

The sensitivity of financial and operational drivers

to external factors is a key component of evaluating investment opportunities and pricing risk.

We believe our investment discipline

will allow us to identify opportunities where our management team can create stockholder value, which may include operational or

capital structure improvements, as well as the introduction of new technologies and/or products to drive growth.

Company Operating Expertise.

20 unchanged sentences

to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

will have until 15 months from the closing of our initial public offering consummated on November 12, 2021, which we refer to as our

IPO, to consummate an initial business combination.

However, if we anticipate that we may not be able to consummate our initial business

combination within 15 months, we will, by resolution of our board, if requested by OmniLit Sponsor LLC, whom we refer to as our sponsor,

extend the period of time to consummate a business combination by an additional three months up to twice (for a total of up to 21 months

to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below.

Our IPO prospectus and charter provided that we had

15 months from the date of our IPO (until February 12, 2023) to complete a merger, share exchange, asset acquisition, stock purchase,

recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).

Our charter and Trust Agreement provided that we had the right to extend the period of time to consummate a Business Combination up to

two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination) by depositing into

the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to

the public in the IPO for each such three-month extension (resulting in a total deposit of $10.40 per unit sold to the public in the event

both extensions are elected) (each, an “Extension Election”), as described in more detail in our IPO prospectus.

In a Special Meeting of the Stockholders on December

21, 2022, an Extension Amendment Proposal and the Trust Amendment Proposal were approved, and as a result, we will not have to rely on

an Extension Election, but will instead have the right to extend the Combination Period for an additional nine (9) months or such earlier

date as determined by the Board, from February 12, 2023 to November 12, 2023.

The purpose of the Extension is to provide the Company more

time to complete a Business Combination, which the Board believes is in the best interests of our stockholders.

With the Extension Proposal

approved, neither the Sponsor nor the Company are required to deposit additional funds into the trust account in connection with the Extension.

In connection

with any such extension, public stockholders will not be offered the opportunity to vote on or redeem their shares.

Pursuant to the terms

of our certificate of incorporation and the trust agreement entered into between us and Continental Stock Transfer & Trust Company,

in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees

must deposit into the trust account $1,437,500 (or $0.10 per share) on or prior to the date of the applicable deadline.

be able to extend the period of time to consummate a business combination by an additional three months twice (for a total of six months).

We will issue a press release announcing each extension, if any, at least three days prior to the applicable deadline.

In addition, we

will issue a press release the day after the applicable deadline, announcing whether the funds have been timely deposited.

and its affiliates or designees are obligated to fund the trust account in order to extend the time for us to complete our initial business

combination, but our sponsor will not be obligated to extend such time.

with the Extension Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public

stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares.

who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the

Company’s trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided

by the number of then outstanding public shares.

Therefore, as of December 21, 2022, there were 1,348,049 shares of Class A common

stock, par value $0.0001 per share, issued and outstanding.

anticipate structuring our initial business combination either:

71 unchanged sentences

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which we operate after our

initial business combination;

us to depend on the marketing and sale of a single product or limited number of products

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the

particular industry in which we operate after our initial business combination;

us to depend on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate a Target’s Management Team

79 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business