424B3 1 form424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)
Registration No. 333-297631

Syntec Optics Holdings, Inc.

30,706,090 Shares of Class A Common Stock

This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to 30,706,090 shares of class A common stock, par value $0.0001 per share (the “common stock” or “common shares”) of Syntec Optics Holdings, Inc. (the “Company,” “Syntec,” “we,” “our,” or “us”).

The shares of common stock covered by this prospectus are currently issued and outstanding shares of our common stock. We are not issuing any new shares under this registration statement and will not receive any proceeds from the sale of shares by the selling stockholders.

The shares of common stock are being registered for resale pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of October 31, 2023, by and among OmniLit Sponsor LLC, a Delaware limited liability company, OmniLit’s officers, directors, initial stockholders, certain non-redemption agreement investors and certain Legacy Syntec (as defined herein) stockholders (the “Registration Rights Agreement”), which we entered into in connection with the Company’s business combination consummated in October 2023. The selling stockholders consist of our Chairman and Chief Executive Officer and certain members of our Board of Directors.

The registration of these shares of common stock does not mean that any selling stockholder will sell any shares. The selling stockholders may sell all, some, or none of the shares covered by this prospectus from time to time in their discretion. Any sales may be made at prevailing market prices, negotiated prices, or other prices determined at the time of sale. We provide additional information regarding the selling stockholders and the methods by which they may sell their shares under the headings “Selling Stockholders” and “Plan of Distribution.”

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “OPTX.”

The selling stockholders will receive all proceeds from any sales of shares pursuant to this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders. We have agreed to bear certain expenses associated with the registration of the shares covered by this prospectus. No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering.

The sale of a substantial number of shares of common stock into the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock. See “Risk Factors” beginning on page 5 for a discussion of risks that should be considered before investing in our common stock.

Certain of the selling stockholders may be subject to contractual transfer restrictions, including restrictions contained in lock-up agreements entered into in connection with the Company’s public offering completed on April 30, 2026. Such restrictions may limit the timing of sales by those stockholders until the applicable restrictions expire.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and are eligible to take advantage of certain reduced public company reporting requirements. See “Prospectus Summary – Implications of Being a Smaller Reporting Company” and “Prospectus Summary – Implications of Being an Emerging Growth Company.”

Investing in our common stock involves a high degree of risk. You should carefully consider the information contained in this prospectus, including the section entitled “Risk Factors,” before making an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 29, 2026.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1

RISK FACTORS	5

USE OF PROCEEDS	17

SELLING STOCKHOLDERS	18

PLAN OF DISTRIBUTION	19

DIVIDEND POLICY	19

BUSINESS	20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31

MANAGEMENT	43

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50

DESCRIPTION OF SECURITIES	55

U.S. FEDERAL INCOME TAX CONSIDERATIONS	58

DETERMINATION OF PRICE OF OFFERING	61

LEGAL MATTERS	61

EXPERTS	61

WHERE YOU CAN FIND ADDITIONAL INFORMATION	61

We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and any engaged underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

ABOUT THIS PROSPECTUS

Unless the context otherwise requires or as otherwise noted, we use the terms “Syntec,” “Company,” “we,” “us” and “our” in this prospectus to refer to Syntec Optics Holdings, Inc. and its subsidiaries taken as a whole.

This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

This prospectus includes important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the section titled “Risk Factors.”

You should rely only on this prospectus. We have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 5 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

TRADEMARKS

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes, before making an investment decision.

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Syntec,” the “Company,” “we,” “us,” and “our” refer to Syntec Optics Holdings, Inc.

Overview

Syntec Optics Holdings, Inc. is a vertically integrated manufacturer of precision optics and photonics solutions serving customers in defense, bio-medical, communications, and consumer markets. We design, manufacture, and assemble optical components and systems that enable light-based technologies across a range of mission-critical applications.

Our capabilities span nanomachining of metal, glass, crystal and polymer that enables nanoscale in our optics including replicative molding of glass and polymers. We are vertically integrated backwards to make our own precision blanks and optical benches rather than outsource, and vertically integrated forwards to complete thin films coatings, optics assemblies, and electro-optics assemblies. This integrated platform allows us to deliver high- performance optical solutions to our OEMs with advantages in size, weight, cost, and scalability relative to traditional optical approaches.

We serve customers in industries where performance, reliability, and precision are essential, including applications such as night vision systems, bio-medical diagnostics, satellite communications, AR/XR for soldiers, sensing technologies, and advanced consumer devices.

Business Combination; Registration Rights Agreement

On November 7, 2023, pursuant to the Business Combination Agreement, dated May 9, 2023, (the “Business Combination Agreement”), by and among OmniLit, Optics Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of OmniLit (“Merger Sub”), and Syntec Optics, Inc., a Delaware corporation (“Legacy Syntec”), we consummated the business combination pursuant to which Merger Sub merged with and into Legacy Syntec (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Legacy Syntec continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of OmniLit. On the Closing Date, the registrant changed its name from “OmniLit Acquisition Corp.” to “Syntec Optics Holdings, Inc.”

In connection with the Merger, we entered into the Registration Rights Agreement, pursuant to which we agreed to register for resale the Registrable Securities (as defined in the Registration Rights Agreement) pursuant to the terms therein.

Risk Factors Summary

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary. These risks include, among others, the following:

Risks Related to this Offering:

	●	A meaningful number of our outstanding shares are being registered for resale herewith, and the resale of these shares originally acquired at nominal prices, or the perception that these sales could occur, may cause our stock price to decline significantly.
	●	A portion of our founding investor’s (Chairman & CEO) shares may be pledged to secure personal loans, and a margin call or forced sale of these shares could depress our stock price shares.
	●	Because these shares are being registered for a continuous or delayed offering, the Selling Stockholders may offer all, some, or none of their shares at any time, at prevailing market prices or in privately negotiated transactions. We cannot predict the timing, price, or size of any future sales by the Selling Stockholders after lock-up period expires.
	●	Unlike a broadly distributed public float, a concentrated block of shares means that the liquidation decisions of just one person can disproportionately impact the market. If any of these major shareholders experience liquidity needs, adjust their portfolio allocations, or otherwise determine to liquidate their positions rapidly into the open market, it could cause an immediate and severe disruption to our stock price, independent of our actual operational performance.

Risks Related to Our Business and Industry

	●	Our revenue is concentrated among a small number of customers, and the loss of any major customer could materially harm our business.
	●	Disruptions in our supply chain or inflationary pressures may impair our ability to meet customer demand or maintain margins.
	●	Tariffs and trade restrictions could materially and adversely affect our business, results of operations, and financial condition.

Risks Related to Our Financial Condition and Capital Requirements

	●	Our business is capital-intensive, and we may need additional financing, which may not be available on favorable terms or at all.
	●	We have identified material weaknesses in our internal control over financial reporting; if we fail to remediate them, our ability to report accurate financial information may be impaired.
	●	Our operating results may fluctuate significantly from period to period.

Risks Related to Being a Public Company

	●	We must continue to comply with Nasdaq listing requirements, and failure to do so could result in the delisting of our securities.
	●	As a “controlled company” under Nasdaq rules, we may rely on exemptions from certain corporate governance requirements.

Other General Risks

	●	If securities or industry analysts do not publish research or reports about Syntec Optics, or publish negative reports, Syntec Optics’ stock price and trading volume could decline.
	●	An active trading market for Syntec Optics’ securities may not be available on a consistent basis to provide stockholders with adequate liquidity.
	●	Management has determined that our internal controls were not effective as of December 31, 2025, due to a material weakness. We have implemented a plan to remediate this material weakness, but our efforts may be unsuccessful. If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

Controlled Company Status

Following this offering, our Chief Executive Officer and Chairman, Al Kapoor, is expected to continue to beneficially own a majority of the voting power of our outstanding common shares. As a result, he has the ability to control the outcome of matters submitted to stockholders for approval, including the election of directors and approval of significant corporate transactions. As such, we may rely on exemptions from Nasdaq’s corporate governance rules, including requirements relating to independent directors and committee composition. These exemptions may provide fewer protections to minority stockholders.

As a “controlled company”, Syntec Optics is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; and (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors.

Syntec Optics intends to rely on the exemption available to a “controlled company” for the requirement that a majority of the board of directors must be comprised of independent directors under Nasdaq Rule 5605(b)(1). Syntec Optics is not required to meet this requirement. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to companies that are subject to these corporate governance requirements.

Our Competitive Strengths

We believe our competitive strengths include:

Vertically integrated manufacturing platform

We control key aspects of the optical manufacturing process, including tooling, molding, coatings, and assembly, enabling improved quality, scalability, and cost efficiency.

Expertise in advanced optical technologies

Our capabilities in polymer, glass, and hybrid optics allow us to deliver differentiated solutions tailored to demanding applications.

Diverse end-market exposure

We serve multiple high-growth industries, including defense, bio-medical, communications, and consumer technologies, which helps diversify revenue sources and reduce dependence on any single market.

Operational excellence and scalability

We have developed manufacturing processes designed to support precision, repeatability, and scalability across complex optical products.

Experienced leadership team

Our management team has significant experience in manufacturing, finance, and operational execution, with a track record of driving growth and improving performance in industrial and technology-focused businesses.

Growth Strategy

Our growth strategy is focused on both organic expansion and disciplined strategic acquisitions.

Organic growth

We are investing in advanced manufacturing capabilities, automation, and engineering expertise to improve efficiency, expand capacity, and support increasing customer demand. We focus on design-for-manufacturability and process optimization to enhance margins and scalability.

Operational improvement

We utilize a proprietary operating framework, Work Center Focused Effort (“WCFE”), which is designed to improve manufacturing performance through enhanced workflow visibility, resource allocation, quality monitoring, and cost control. This framework supports our efforts to increase throughput, reduce waste, and drive continuous operational improvement. Specifically, WCFE involves execution of factors including 1.) Gemba Walk Graphs of daily batch sizes and inventory buffers improving product flow at work center, 2.) Daily Technician allocation and effort assessment by work center, 3.) Daily cost of poor quality and in-process inspection measurement by work center, 4.) Daily Cost Savings mapping for cost containment, and 5.) Alignment of daily goals with monthly goals.

Strategic acquisitions

We utilize a proprietary framework, Macro Societal View (“MSV”) which involves an assessment of factors including: 1.) science used, 2.) chosen technology concept, 3.) business model deployed, 4.) regulatory environment, and 5.) positive social transformation.

We intend to pursue selective acquisitions or investments in complementary businesses, technologies, or assets that enhance our capabilities, expand our customer base, or accelerate entry into adjacent markets. While we regularly evaluate potential opportunities, we have not entered into any agreements or commitments for acquisitions as of the date of this prospectus.

Industry Tailwinds

We operate within the global optics and photonics market, which supports a broad range of technologies across telecommunications, healthcare, defense, industrial manufacturing, and consumer applications.

Increasing demand for data transmission, automation, sensing, imaging, and advanced manufacturing is driving sustained growth in light-enabled technologies. Optics and photonics are critical enabling technologies for many of these applications, including artificial intelligence infrastructure, autonomous systems, medical diagnostics, and advanced communications networks.

We believe our capabilities in precision manufacturing, vertical integration, and design-for-manufacturability position us to benefit from these long-term industry trends.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of common stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates did not equal or exceed $700 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may make comparison of our financial statements with other public companies difficult or impossible.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may remain an emerging growth company for up to five years. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not applicable to emerging growth companies. These exemptions include:

●	reduced disclosure about our executive compensation arrangements;
●	no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and
●	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of reduced reporting requirements in this prospectus and may continue to do so until such time that we are no longer an emerging growth company. We will remain an “emerging growth company” until the earliest of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more, (b) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering (“IPO”), (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards, and we have elected to take advantage of this extended period.

Corporate Information

The mailing address of our principal executive office is 515 Lee Rd., Rochester, New York 14606, and our telephone number is (585) 768-2513. Our website address is www.syntecoptics.com. Our website and the information contained on, or that can be accessed through, our website shall not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.