Item 5. Market for Registrant’s Common Equity
ITEM 5.
MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “OLITU” on November 09, 2021. The shares of
Class A common stock and redeemable warrants comprising the units, which we refer to as the public warrants, began separate trading on
Nasdaq on January 24, 2022, under the symbols “OLIT” and “OLITW”, respectively.
Holders
of Record
As
of January 19, 2023, there was one holder of record of our units, one holder of record of our Class A common stock, one holder of record
of our Class B common stock and four holders of record of our public warrants. The number of holders of record does not include a substantially
greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of
record by banks, brokers and other financial institutions.
Dividends
We
have not paid any cash dividends on our Class A common stock to date and do not intend to pay cash dividends prior to the completion
of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors
does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to
declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities ; Use of Proceeds from Registered Securities
On
May 20, 2021, our sponsor purchased 4,312,500 founder shares. On September 27, 2021 our sponsor forfeited 718,750 shares for no consideration.
On November 1, 2021, we effected a 1 1/3-to-1 forward stock split on our founder shares and as a result our sponsor owns 4,791,667 shares
for an aggregate purchase price of $25,000, or approximately $0.005 per share. The number of founder shares issued was determined based
on the expectation that such founder shares would represent 25% of the outstanding shares upon completion of our IPO. The founder shares
(including the Class A common stock issuable upon exchange thereof) may not, subject to certain limited exceptions, be transferred, assigned
or sold by the holder until 30 days after the completion of our initial business combination. Such securities were issued in connection
with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On
November 12, 2021, we consummated our IPO of 14,375,000 Units, each Unit consisting of one share of Class A common stock of the Company
and one-half of one redeemable warrant, with each whole warrant to purchase one share of Class A common stock for $11.50. The closing
included the full exercise of the underwriter’s over-allotment option. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $143,750,000. Imperial Capital. acted as the sole book running manager and I-Bankers as the co-manager
of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1
(No. 333-260090). The SEC declared the registration statement effective on November 8, 2021.
On
November 12, 2021, simultaneously with the consummation of our IPO, we sold to our sponsor, Imperial Capital, LLC, and I-Bankers Securities
in a private placement an aggregate of 6,920,500 private warrants at a price of $1.00 per warrant, generating total proceeds of $6,920,500.
The private warrants are identical to the warrants underlying the Units sold in our IPO, except that they: (i) may not (including the
Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold
by the holders until 30 days after the completion of our initial business combination; and (ii) will be entitled to registration rights.
The private warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve
a public offering. No underwriting discounts or commissions were paid with respect to such securities.
A
total of $146,625,000 of the net proceeds from the sale of Units in our IPO and the private warrants in the private placement on November
12, 2021 was placed in a trust account established for the benefit of the Company’s public stockholders maintained by Continental
Stock Transfer & Trust Company, acting as trustee, which we refer to as the trust account. Except with respect to interest earned
on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations (less up to $100,000
of interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest
of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly submitted in connection
with a stockholder vote to amend our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our IPO (or up
to 21 months from the closing of our IPO, if we extend the period of time to consummate a business combination); or (ii) with respect
to any other provision relating to stockholders’ rights or pre-business combination activity; and (c) the redemption of our public
shares if we are unable to complete our initial business combination within 15 months from the closing of our IPO (or up to 21 months
from the closing of our IPO, if we extend the period of time to consummate a business combination), subject to applicable law. The proceeds
deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims
of our public stockholders. We incurred $8,333,135 in transaction costs, including $2,875,000 of underwriting fees, $5,031,250 of deferred
underwriting fees and $426,885 of other offering costs.
There
has been no material change in the planned use of the proceeds from the IPO as is described in our final prospectus filed with the SEC
pursuant to Rule 424(b)(4) (File No. 333-260090). For a description of the use of the proceeds generated in our IPO, see above Part I,
Item 1 – Business and below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results
of Operations of this Form 10-K.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
8
ITEM
6.
[ RESERVED .]
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