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OPTX:ThreeCustomersMember 2024-12-31 0001866816 2025-03-21 2025-03-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure OPTX:Integer ~~Securities and Exchange Commission on October 6, 2021.~~

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

~~OmniLit~~Syntec ~~Acquisition~~Optics ~~Corp~~Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~6770~~3827	87-0816957
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
	OmniLit Acquisition Corp. 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 (786) 750-2820

Syntec Optics Holdings, Inc.

515 Lee Road

Rochester, NY 14606

(585) 768-2513

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Al Kapoor, Chairman & Chief Executive Officer ~~OmniLit~~ ~~Acquisition Corp. 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 (786) 750-2820~~

Syntec Optics Holdings, Inc.

515 Lee Road

Rochester, NY 14606

(585) 768-2513

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Joshua E. Gewolb, Esq. C. Christopher Murillo, Esq. Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, NY 14604 Telephone: (585) 232-6500 Facsimile: (585) 232-2152 Frank Lopez, Esq. Jonathan Ko, Esq. Paul Hastings LLP 200 Park Avenue New York, NY 10166 Tel: (212) 318-6000 Fax: (212) 319-4090

Rick Werner, Esq.

Alla Digilova, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

(212) 659-7300

John J. Hart

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Telephone: (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ~~[ ]~~☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer ~~[X]~~☒ Smaller reporting company ~~[X]~~☒ Emerging growth company ~~[X]~~☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ~~[ ]~~ ☐

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITY BEING REGISTERED	AMOUNT BEING REGISTERED		PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1)		AMOUNT OF REGISTRATION FEE
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of a redeemable warrant with each whole warrant entitling the holder to purchase one share of Class A common stock(2)		14,375,000	$	10.00	$	143,750,000	$	13,325.63
Shares of Class A common stock included as part of the units(3)(4)		14,375,000		—		—		—	(5)
Redeemable warrants included as part of the units(3)(4)		7,187,500		—		—		—	(5)
Total					$	143,750,000	$	13,325.63

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Includes 1,875,000 units, consisting of 1,875,000 shares of Class A common stock and 937,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(4)	Maximum number of shares of Class A common stock or redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above.
(5)	No fee pursuant to Rule 457(g).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ~~OCTOBER~~APRIL 627, ~~2021~~2026

PRELIMINARY PROSPECTUS

$~~125~~20,000,000

~~OmniLit~~Syntec ~~Acquisition~~Optics ~~Corp~~Holdings, Inc.

121,~~500~~937,~~000~~984 ~~Units~~Shares of Common Stock

~~OmniLit~~Syntec ~~Acquisition~~Optics ~~Corp~~Holdings, Inc. ~~is a newly organized blank check company formed for the purpose of effecting a merger~~(“Syntec,” ~~capital~~Syntec ~~stock exchange~~Optics,” ~~asset acquisition~~“we,” ~~stock purchase~~“us,” ~~reorganization,~~ or ~~similar~~the ~~business~~“Company”) is ~~combination~~offering ~~with~~1,937,984 ~~one~~shares orof ~~more~~our ~~businesses,~~class ~~which~~A wecommon ~~refer~~stock to(the as“Common ~~our~~stock” ~~initial business~~or ~~combination.~~“common ~~While~~shares”) weat ~~may pursue~~ an ~~initial~~assumed public ~~business~~offering ~~combination~~price ~~target~~of in$10.32 ~~any~~per ~~business,~~share ~~industry~~of orCommon ~~geographical location~~stock, we ~~intend~~which towas ~~focus~~the ~~initially~~last onreported ~~transactions~~sales ~~with~~price ~~companies~~of ~~and/or~~our ~~assets~~Common ~~within~~stock ~~the~~on ~~advanced manufacturing industry, specifically~~ the ~~photonics~~Nasdaq orCapital ~~optics~~Market ~~sectors,~~(“Nasdaq”) ~~and related sectors. We have not selected any specific business combination target and we have not, nor has anyone~~ on ~~our~~April ~~behalf~~23, ~~initiated~~2026. ~~any~~Our ~~substantive~~Common ~~discussions,~~stock ~~directly~~is orlisted ~~indirectly,~~on ~~with~~Nasdaq ~~any~~under ~~business~~the ~~combination~~symbol ~~target~~“OPTX.”

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of a redeemable warrant. Every whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. The ~~warrants will become exercisable 30~~ days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,875,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 18 months from the closing of this offering ~~(or~~is 21being ~~months~~underwritten ~~from~~on ~~the closing of this offering, if we extend the period of time to consummate~~ a ~~business~~firm ~~combination,~~commitment subject to our sponsor depositing additional funds into the trust account as described in more detail in this prospectus), we will redeem 100% of the public shares for cash and the warrants will expire worthless, subject to applicable law and certain conditions as further described hereinbasis. ~~In connection with any such extension, public stockholders will not be offered the opportunity to vote on or redeem their shares.~~

~~Our~~We ~~sponsor,~~are ~~OmniLit~~an ~~Sponsor~~“emerging ~~LLC,~~growth ~~a Delaware limited liability~~ company,” ~~Imperial Capital, LLC~~ and ~~I-Bankers~~a ~~Securities,~~“smaller ~~Inc.~~reporting ~~have agreed~~company” tounder ~~purchase an aggregate of 6,170,500 warrants (or 6,920,500 warrants if~~ the ~~over-allotment~~federal ~~option~~securities islaws ~~exercised in full), of which Imperial Capital will purchase 500,000 warrants~~ and ~~I-Bankers will purchase 125,000 warrants (575,000 warrants~~are ~~and~~subject ~~143,750~~to ~~warrants,~~reduced ~~respectively,~~public ifcompany ~~the~~disclosure ~~over-allotment option is exercised in full), at a price of $1~~standards.00 ~~per~~See ~~warrant,~~“Prospectus ~~for~~Summary-Implications ~~an aggregate purchase price~~ of ~~$6,170,500~~Being ~~(or $6,920,500 if the over-allotment option is exercised in full), in~~ a ~~private~~Smaller ~~placement that~~Reporting ~~will close simultaneously with the closing of this offering. The private placement warrants are identical to the warrants sold in~~Company” ~~this offering except that the private placement warrants will be subject to certain restrictions on transfer~~ and entitled to registration rights. OmniLit Sponsor LLC, is owned and controlled by Al Kapoor, our Chairman and Chief Executive Officer. The private placement warrants purchased by the underwriters are deemed underwriters’ compensation by the Financial Industry Regulation Authority (“~~FINRA”) pursuant~~Prospectus toSummary-Implications ~~Rule~~of ~~5110~~Being ofan ~~the~~Emerging ~~FINRA~~Growth ~~Manual~~Company.”

~~Our~~Investing ~~sponsor~~in ~~owns an aggregate of 3,593,750 shares of~~ our ~~Class~~securities Binvolves ~~common~~a ~~stock~~high ~~(up~~degree ~~to 468,750 shares~~ of ~~which~~risk. ~~are~~Prior ~~subject~~ to ~~forfeiture~~ ~~depending~~making onan ~~the~~investment ~~extent to which the underwriters’ over-allotment option is exercised)~~decision, ~~which~~you ~~will~~should ~~automatically~~carefully ~~convert into~~consider ~~shares~~all of ~~Class A common stock at~~ the ~~time~~information in ofthis ~~our~~prospectus ~~initial~~and, ~~business~~in ~~combination~~particular, oryou ~~earlier~~should atevaluate the ~~option~~risk offactors ~~the~~set ~~holder,~~forth asunder ~~described herein.~~the ~~Our~~caption ~~sponsor~~“Risk ~~owned~~Factors” anbeginning on ~~aggregate~~page of5 ~~4,312,500 shares~~ of ~~our~~this ~~Class B common stock and forfeited 718,750 shares on September 27, 2021~~prospectus.

Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol “OLITU.” We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd business day following the date of this prospectus unless Imperial Capital LLC, the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols “OLIT” and “OLITW,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

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

	PER UNIT		TOTAL
	PER SHARE		TOTAL
Public offering price	$	~~10.00~~	$	~~125,000,000~~
Underwriting discounts and commissions(1)	$	~~0.55~~	$	~~6,875,000~~
Proceeds, before expenses, to OmniLit Acquisition Corp.	$	9.45	$	118,125,000
Proceeds, before expenses, to Syntec Optics Holdings, Inc.	$		$

(1) Includes $0.35 per unit, or $4,375,000 (or up to $5,031,250 if the underwriters’ over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, as described in this prospectus. The underwriters will receive compensation in addition to the underwriting discounts and commissions. See “Underwriting” beginning on page ~~146~~64 for a description of compensation payable to the ~~underwriters~~underwriter.

OfWe ~~the~~have ~~proceeds~~granted wea ~~receive~~30-day ~~from~~option ~~this~~to ~~offering and~~ the ~~sale~~underwriter ofto ~~the~~purchase ~~private~~from ~~placement~~us, ~~warrants~~at ~~described~~the inpublic ~~this~~offering ~~prospectus~~price, ~~$127,500,000 or~~less ~~$146,625,000 if~~ the ~~underwriters’~~underwriting ~~over-allotment~~discounts ~~option is exercised in full ($10.20 per unit~~and commissions, inup ~~either~~to ~~case)~~an ~~will be~~additional ~~deposited into a trust account in the United States~~290,697 ~~with~~shares ~~Continental~~of ~~Stock~~Common ~~Transfer~~stock &(equal ~~Trust~~to ~~Company~~up ~~acting as trustee, and $1,170,500 will be available~~ to ~~pay~~15% ~~fees~~of ~~and expenses in connection with~~ the ~~closing~~shares of ~~this~~Common ~~offering~~stock ~~and~~sold ~~for~~in ~~working capital following the closing of~~ this offering).

The ~~underwriters~~underwriter ~~are~~expects ~~offering~~to deliver the ~~units~~shares ~~for~~of ~~sale~~Common onstock ato ~~firm~~the ~~commitment~~purchasers ~~basis.~~on ~~The~~or ~~underwriters~~about , 2026, ~~expect~~subject to ~~deliver~~satisfaction ~~the~~of ~~units~~customary toclosing ~~the purchasers on or about __________, 2021~~conditions.

~~Joint~~H.C. Wainwright ~~Book-Running~~& ~~Managers~~Co.

~~Imperial~~The date ~~Capital~~of ~~I-Bankers~~this ~~Securities~~prospectus is , ~~Inc.~~2026

____________, 2021

Table of Contents

SUMMARY	1
RISK FACTORS	345
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	69
USE OF PROCEEDS	16
USE OF PROCEEDS	70
DIVIDEND POLICY	17
DIVIDEND POLICY	74
CAPITALIZATION	18
DILUTION	7519
CAPITALIZATION	77
BUSINESS	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7831
PROPOSED BUSINESS	84
MANAGEMENT	45
MANAGEMENT	110
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	52
PRINCIPAL STOCKHOLDERS	118
DESCRIPTION OF SECURITIES	58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	121
U.S. FEDERAL INCOME TAX CONSIDERATIONS	61
DESCRIPTION OF SECURITIES	124
UNDERWRITING	64
U.S. FEDERAL INCOME TAX CONSIDERATIONS	138
LEGAL MATTERS	66
UNDERWRITING	146
EXPERTS	66
LEGAL MATTERS	153
WHERE YOU CAN FIND ADDITIONAL INFORMATION	66
EXPERTS	153
WHERE YOU CAN FIND ADDITIONAL INFORMATION	153

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 ~~the~~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~~ 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.

We have not, and the underwriter has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The information provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.

For investors outside the United States: We have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents filed as exhibits hereto for complete information. All of the summaries are qualified in their entirety by the actual documents.

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 ~~only~~ highlights ~~the~~selected ~~more detailed~~ information ~~appearing~~contained elsewhere in this prospectus. Asand ~~this is a summary, it~~ does not contain all of the information ~~that~~ you should consider inbefore ~~making~~investing anin ~~investment~~our ~~decision~~securities. You should read this entire prospectus carefully, including the ~~information~~sections ~~under~~entitled ~~the~~“Risk Factors” ~~section~~and “Management’s Discussion and Analysis of ~~this~~Financial ~~prospectus~~Condition ~~entitled~~and ~~“Risk~~Results ~~Factors~~of Operations,” ~~and~~as well as our financial statements and ~~the~~ related notes, ~~included~~before ~~elsewhere~~making inan ~~this~~investment ~~prospectus, before investing~~decision.

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

● “certificate of incorporation” are to our certificate of incorporation, as may be amended or restated from time to time; ● “common stock” are to our Class A common stock and our Class B common stock, collectively; ● “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; ● “initial stockholders” are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees); ● “management” or our “management team” are to our officers and directors; ● “I-Bankers” are to I-Bankers Securities, Inc., a joint book-running manager in this offering; ● “Imperial Capital” are to Imperial Capital, LLC, the representative of the underwriters in this offering; ● “private placement warrants” are to the warrants issued to our sponsor, Imperial Capital and I-Bankers in a private placement simultaneously with the closing of this offering, which private placement warrants are identical to the warrants sold in this offering except that the private placement warrants will be subject to certain restrictions on transfer and entitled to registration rights; ● “public shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); ● “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; ● “public warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), to the private placement warrants if held by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees), in each case, following the consummation of our initial business combination; ● “representative” are to Imperial Capital, LLC, who is the representative of the underwriters in this offering; ● “sponsor” are to OmniLit Sponsor LLC, a Delaware limited liability company; ● “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants; and ● “we,” “us,” “company” or “our company” are to OmniLit Acquisition Corp.Overview

~~Each~~Syntec ~~unit~~Optics ~~consists~~Holdings, ofInc. ~~one~~is ~~share~~a ofvertically ~~Class~~integrated Amanufacturer ~~common stock and one-half~~ of aprecision ~~redeemable~~optics ~~warrant,~~and ~~with~~photonics ~~each~~solutions ~~whole~~serving ~~warrant~~customers ~~entitling~~in ~~the holder~~defense, ~~thereof~~bio-medical, tocommunications, ~~purchase~~and ~~one~~consumer ~~share of our Class A common stock at a price of $11~~markets.50 ~~per~~We ~~share~~design, ~~subject to adjustment as described in this prospectus. Unless we tell you otherwise~~manufacture, ~~the~~and ~~information~~assemble inoptical ~~this~~components ~~prospectus~~and ~~assumes~~systems that ~~the~~enable ~~underwriters~~light-based technologies ~~will~~across ~~not~~a ~~exercise~~range ~~their~~of ~~over~~mission-~~allotment option~~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 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.

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:

	●	We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
	●	If you purchase shares of Common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.
	●	If we sell Common stock or preferred stock in future financings, stockholders may experience immediate dilution and, as a result, our stock price may decline.
	●	Insiders continue to have substantial influence over Syntec Optics, which could limit your ability to affect the outcome of key transactions, including a change of control.

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

~~OmniLit Acquisition~~● ~~Corp.~~If issecurities aor ~~newly~~industry ~~organized~~analysts ~~blank~~do ~~check~~not ~~company~~publish ~~formed~~research ~~as a~~or ~~Delaware~~reports ~~corporation~~about ~~for~~Syntec ~~the purpose of effecting a merger~~Optics, ~~capital stock exchange, asset acquisition, stock purchase, reorganization~~ or ~~similar~~publish ~~business~~negative ~~combination with one or more businesses~~reports, ~~which~~Syntec weOptics’ ~~refer~~stock toprice ~~throughout~~and ~~this~~trading ~~prospectus~~volume ascould ~~our initial business combination~~decline. We ~~have~~● ~~not~~An ~~selected~~active ~~any~~trading ~~specific~~market ~~business~~for ~~combination~~Syntec ~~target~~Optics’ ~~and~~securities wemay ~~have~~ not, ~~nor~~be ~~has~~available ~~anyone~~ on ~~our~~a ~~behalf,~~consistent ~~initiated~~basis ~~any~~to ~~substantive discussions,~~provide ~~directly~~stockholders orwith ~~indirectly,~~adequate ~~with~~liquidity. ~~any~~● ~~business~~Management ~~combination~~has ~~target.~~determined Wethat ~~may~~our ~~pursue~~internal ancontrols ~~initial~~were ~~business~~not ~~combination~~effective ~~target~~as inof ~~any industry~~December or31, ~~sector~~2025, ~~but~~due ~~we expect~~ to ~~focus on acquiring~~ a ~~business~~material ~~combination~~weakness. ~~target~~We ~~within~~have ~~the~~implemented ~~advanced~~a ~~manufacturing~~plan ~~industry,~~to ~~specifically the~~remediate ~~photonics~~this ormaterial ~~optics sectors~~weakness, ~~and~~but ~~related~~our ~~sectors,~~efforts ~~with~~may anbe ~~enterprise~~unsuccessful. ~~value~~If ofwe ~~approximately~~fail ~~$350 million~~ to ~~$750~~maintain ~~million. Management~~proper ~~believes~~and ~~that~~effective ~~this~~internal ~~relative~~controls, ~~size~~our ofability ~~target opportunities will enable the Company~~ to ~~pursue~~produce ~~companies~~accurate ~~that~~financial ~~are~~statements ~~the~~on ~~most attractive from~~ a ~~return~~timely ~~standpoint~~basis ~~and~~could ~~are~~be ~~less pursued by larger, more established sources of capital~~impaired.

~~Our~~ Controlled Company Status

~~OmniLit~~Following ~~Acquisition~~this ~~Corp. currently~~offering, ~~intends~~our toChief ~~concentrate~~Executive Officer ~~our~~and ~~efforts~~Chairman, inAl ~~identifying~~Kapoor, ~~high~~is ~~quality~~expected ~~businesses~~to incontinue ~~the~~to ~~advanced~~beneficially ~~manufacturing~~own ~~industry, specifically~~a majority of the ~~photonics~~voting orpower ~~optics~~of ~~products,~~our ~~services,~~outstanding ~~and~~common shares. ~~end~~As ~~markets~~a result, ~~and~~he ~~related~~has ~~products,~~the ~~services,~~ability ~~and~~to ~~end-markets.~~control ~~Within~~the ~~this focus,~~outcome weof ~~will~~matters ~~seek~~submitted to ~~pursue~~stockholders ~~opportunities~~for ~~with~~approval, ~~businesses~~including ~~that~~the ~~have~~election of ~~potential~~directors toand ~~utilize~~approval ~~advanced~~of ~~manufacturing~~significant ~~technology~~corporate totransactions. ~~provide cutting~~As ~~edge~~such, ~~optics~~we ~~and~~may ~~photonics~~rely ~~solutions~~on ~~and~~exemptions ~~services~~from toNasdaq’s ~~customers~~corporate ingovernance rules, aincluding ~~diverse~~requirements ~~set~~relating ofto ~~market~~independent ~~verticals~~directors ~~where~~and ~~our~~committee ~~sponsor’s operational,~~composition. ~~strategic~~These orexemptions ~~managerial~~may ~~expertise~~provide ~~can~~fewer ~~assist~~protections to inminority ~~maximizing value~~stockholders.

~~We believe~~As ~~there~~a ~~are~~“controlled ~~disruptive~~company”, ~~forces~~Syntec Optics inis ~~society~~permitted ~~creating~~to ~~increased~~elect ~~demand~~to ~~for~~rely, ~~optics~~ and ~~photonics~~may ~~imagers~~rely, ~~sensors~~on certain exemptions from corporate governance rules, ~~and~~including ~~detectors.~~(i) ~~Society~~an exemption isfrom ~~trending~~the ~~towards~~rule ~~data~~that ~~everywhere,~~a ~~more~~majority ~~intelligent~~of ~~automation,~~our ~~and~~board ~~light-based~~of ~~security.~~directors Wemust ~~believe~~be weindependent ~~will~~directors; be(ii) ~~able~~an toexemption ~~provide~~from ~~significant~~the rule that director ~~value~~nominees ~~due~~must tobe ~~our~~selected ~~ability~~or torecommended ~~drive~~solely ~~growth,~~by ~~global~~independent ~~scaling~~directors; and ~~profitability~~(iii) inan ~~businesses~~exemption ~~along~~from ~~with~~the ~~our~~rule ~~understanding~~that ofthe ~~complex business~~compensation ~~situations~~committee ~~and~~must ~~structures~~be comprised solely of independent directors.

~~OmniLit~~Syntec Optics intends to rely on the exemption ~~Sponsor~~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, ~~LLC~~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 ~~sponsor,~~Competitive OmniLit Sponsor, LLC, is an affiliate of Al Kapoor, our Chief Executive Officer and Chairman of our board of directors. Mr. Kapoor has extensive experience identifying, evaluating, and executing acquisitions, and has led multiple operating companies across the advanced manufacturing industry. Of note, Mr. Kapoor has built Syntec Optics, a full-service and integrated optics and photonics solution provider over the last 20+ years through a combination of strategic acquisitions, operational improvements and focused end market expansion and diversification. Syntec Optics is now a leading solution provider of high technology and strategically sourced optics and photonics components to many Fortune 500 Companies in sensitive product areas such as Aerospace, Defense and Healthcare, among others. Over the course of Mr. Kapoor’s career, he has developed a broad network of contacts and corporate relationships, including deep networks in the optics and photonics industry that we believe will serve to identify and vet potential combination targets.Strengths

~~Management~~We ~~Team~~believe our competitive strengths include:

~~Alongside Mr. Kapoor, our~~Vertically ~~management~~integrated ~~team~~manufacturing will include Robert O. Nelson II, Chief Financial Officer & Skylar M. Jacobs, Chief Operating Officer. We intend to complement our management team and sponsor with a board of directors experienced in mergers and acquisitions with background in private equity, hedge fund, banking, legal, and accounting.platform

We control ~~intend~~key toaspects ~~leverage~~of the ~~significant operational~~optical ~~and~~manufacturing ~~investment~~process, ~~experience~~including oftooling, ~~our~~molding, ~~sponsor~~coatings, and ~~board~~assembly, ofenabling ~~directors~~improved ~~to identify acquisition opportunities at the~~quality, ~~intersection~~scalability, ~~of advanced manufacturing~~ and ~~optics~~cost ~~and photonics~~efficiency.

~~We believe that our sponsor and~~Expertise ~~board~~in ofadvanced ~~directors~~optical ~~have several attributes that will create shareholder value against the backdrop of these trends.~~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, 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.

~~Deep~~We ~~industry~~intend ~~relationship:~~to ~~Mr.~~pursue ~~Kapoor~~selective ~~has~~acquisitions ~~spent~~or ~~his~~investments ~~career~~in ~~building~~complementary businesses, ~~with~~technologies, ~~disruptive~~or ~~technologies~~assets inthat ~~optics~~enhance ~~and~~our ~~photonics.~~capabilities, ~~This~~expand ~~experience~~our ~~has~~customer ~~created numerous relationships with experts and thought leaders~~base, ~~presenting~~or usaccelerate ~~with~~entry ~~unique~~into ~~abilities~~adjacent ~~to identify and evaluate opportunities across multiple sectors~~markets. ~~Mr.~~While ~~Kapoor~~we ~~also~~regularly ~~led~~evaluate apotential ~~global not-for-profit effort to foster entrepreneurship that expanded his relationships to entrepreneurs~~opportunities, ~~public~~we ~~companies’~~have ~~executives, venture capitalists, growth equity and debt providers~~not ~~across~~entered ~~various~~into ~~industries.~~any ~~Mr.~~agreements ~~Kapoor~~or ~~currently~~commitments ~~writes~~for aacquisitions ~~newsletter~~as ~~titled~~of ~~“Pioneering~~the ~~Minds”~~date ~~on future industries with circulation~~ of ~~over~~this ~~100,000 to executives around the country~~prospectus.

~~Diverse~~Industry operating experience: Mr. Kapoor and our board of directors have expertise in operating manufacturing businesses and building industry leading companies over an extended time period. As a public entity, we believe we can offer a wide range of advantages to stakeholders. These include, but are not limited to, utilizing our team’s collective skills and experience to catalyze accelerated and profitable growth, broader access to debt equity capital providers, liquidity alternatives for employees and investors, public currency for potential acquisitions, and improved branding in the marketplace.Tailwinds

~~Proven~~We ~~process to source, acquire, and~~ operate: ~~Mr.~~within ~~Kapoor~~the ~~started~~global ~~his~~optics ~~career~~and byphotonics ~~sourcing~~market, ~~acquiring,~~which ~~and~~supports ~~operating~~a ~~private~~broad ~~manufacturing companies~~range ~~that~~of ~~were~~technologies ~~transformed~~across ~~into~~telecommunications, ~~advanced manufacturing businesses in optics and photonics. We believe this managerial and investment~~healthcare, ~~history~~defense, ~~will~~industrial ~~assist~~manufacturing, ~~us in identifying~~ and ~~acting~~consumer ~~on acquisition opportunities across our target universe~~applications.

~~Proprietary deal flow:~~Increasing ~~Mr.~~demand ~~Kapoor~~for ~~has~~data ~~built relationships with industry leaders and is a trusted operating partner~~transmission, ~~both~~ ~~of which contribute to deal flow and investment opportunities and marketplace credibility. Our network of entrepreneurs~~automation, ~~investors~~sensing, ~~customers,~~ ~~suppliers~~imaging, and ~~executives~~advanced ~~helps~~manufacturing usis indriving ~~target~~sustained ~~screening~~growth ~~and evaluation, creating a tactical advantage~~ in ~~M&A.~~light-enabled ~~Our~~technologies. ~~sponsor~~Optics ~~uses~~and aphotonics ~~proprietary~~are ~~model~~critical toenabling ~~screen~~technologies ~~companies with their ability~~ for ~~positive~~many ~~social disruption. It involves an assessment~~ of ~~factors~~these ~~including: 1.) science used~~applications, ~~2.)~~including ~~chosen~~artificial ~~technology~~intelligence ~~concept~~infrastructure, ~~3.) business model deployed, 4.) regulatory environment, and 5.)~~ ~~positive~~autonomous ~~societal transformation. Once the opportunities meet the screening criteria~~systems, ~~they~~medical ~~are prioritized by size~~diagnostics, ~~ease of likely M&A execution~~ and ~~intrinsic~~advanced ~~factors.~~communications ~~As a result, our sponsor has a unique ability to attract, identify, evaluate and execute unique acquisition opportunities~~networks.

~~Rigorous~~We ~~underwriting~~believe ~~criteria:~~our ~~Mr.~~capabilities ~~Kapoor~~in ~~and~~precision ~~the board of directors have decades of science~~manufacturing, ~~technology,~~vertical ~~finance~~integration, and ~~business education experience that provides a rigorous framework~~ design-for-manufacturability ~~identifying~~position ~~and~~us ~~approaching~~to ~~potential~~benefit ~~acquisition targets and evaluating~~from ~~technologies~~these ~~that~~long-term ~~may~~industry ~~powerfully reshape financial statements and outcomes~~trends.

WeImplications ~~believe that the combination~~ of ~~these~~Being ~~components will enable us to execute~~ a ~~differentiated~~Smaller ~~strategy~~Reporting and create long-term value for shareholders. Our vision is to allow shareholders to benefit from the same strategies that have made our founders successful while leveraging the commercial, financial and tactical advantages of a public company listing. We believe our experience will enable us to help the target’s management team navigate operational, financial and strategic opportunities and challenges to build a high-growth and financially successful business. We believe these competitive advantages will allow us to deliver on our founders’ shared vision to create a world class publicly traded business that serves the diverse optics and photonics markets.Company

~~Business~~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 $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and ~~Investment~~the ~~Strategies~~market value of our shares of Common Stock held by non-affiliates did not equal or exceed $700.0 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.

~~While~~Implications ~~OmniLit~~of ~~Acquisition~~Being ~~Corp. may pursue~~ an ~~initial~~Emerging ~~business~~Growth combination target in any industry, our investment strategy will focus our efforts in the advanced manufacturing industry, specifically the photonics and optics products, services, and end-markets, and related products, services, and end-markets. Our initial business combination and value creation strategy will be to identify, acquire and, after our initial business combination, implement an operating strategy with a view of creating value for our stockholders through operational improvements, capital infusion, or future acquisitions. We intend to source initial business combination opportunities through our management team’s broad network of investors in the advanced manufacturing industry, board members, company executives, lawyers, accountants, and brokers.Company

We ~~believe that technology and globalization~~ are ~~creating~~an ~~enormous~~“emerging ~~opportunities~~growth ~~for~~company,” ~~disruption~~as ~~and~~defined ~~value creation~~ in ~~advanced~~the ~~manufacturing. Many~~Jumpstart ofOur ~~these~~Business ~~technologies~~Startups ~~can~~Act beof ~~transformative~~2012 ~~for~~(the ~~varied~~“JOBS ~~markets~~Act”) and ~~but~~may ~~require~~remain ~~the~~an ~~right~~emerging ~~expertise~~growth ~~and~~company ~~global~~for ~~connections~~up to ~~capture opportunities~~five ~~within~~years. ~~public~~For ~~markets.~~so ~~Within~~long ~~the~~as ~~broader~~we ~~market~~remain ~~space~~an ofemerging ~~advanced~~growth ~~manufacturing~~company, we are permitted and intend to ~~concentrate~~rely on ~~sourcing business~~exemptions ~~combination~~from ~~opportunities~~certain disclosure requirements that ~~serve,~~are orapplicable ~~can~~to beother ~~transformed~~public tocompanies ~~supply~~that ~~solutions~~are not applicable to, ~~the~~emerging ~~optics~~growth ~~and~~companies. ~~photonics~~These ~~market.~~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.

~~Our~~The ~~investment thesis is rooted in the following core beliefs that will influence the types of investment opportunities that we will target.~~Offering

We believe that businesses involved in the design, development, manufacturing, operation, and distribution of optics and photonics assets will benefit from strong tailwinds in years to come and may represent attractive acquisition opportunities.

Securities offered		1,937,984 shares of Common stock at an assumed offering price of $10.32 per share, which was the last reported sales price of our Common stock on Nasdaq on April 23, 2026.

Assumed offering price		$10.32 per share, which was the last reported sales price of our Common stock on Nasdaq on April 23, 2026.

Underwriter’s option to purchase additional shares		We have granted a 30-day option to the underwriter to purchase from us, at the public offering price, less the underwriting discounts and commissions, up to an additional 290,697 shares of Common stock (equal to up to 15% of the shares of Common stock sold in this offering).

Common stock outstanding before this offering		36,994,164 shares

Common stock outstanding after this offering		38,858,210 shares (39,148,908 shares assuming the exercise in full of the underwriter’s option to purchase additional shares of Common stock)

Use of proceeds		Syntec intends to use the net proceeds of this offering to acquire or invest in complementary businesses, technologies, products or assets. We may also use a portion of the net proceeds from this offering for working capital, capital expenditures and to optimize our capital structure including potential repayment of indebtedness, which may include the Shareholder Note (as defined herein).

Nasdaq symbol		“OPTX”

Risk Factors		An investment in our securities involves a high degree of risk. These include revenue concentration, supply chain disruptions, failure to protect intellectual property, cybersecurity breach, loss of personnel, inconsistency of financial results due to high capital expense or indebtedness, regulatory non-compliance, and material weaknesses in internal controls. See “Risk Factors” for a full list and details beginning on page 5.

Controlled Company		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.

		Mr. Kapoor has played a significant role in the strategic direction and capital allocation decisions of the Company. For additional information regarding our executive officers, see “Management.”

~~Optics~~The ~~and~~number ~~Photonics Industry Report 2020 estimated that the manufacturing sector contributes 30%~~ of ~~global~~shares ~~gross domestic product (“GDP”) annually, or an estimated $26.3 trillion, and optics and photonics comprise a substantial amount~~ of ~~this~~Common ~~market.~~stock ~~The optics and photonics market, the value of light-enabled products and services, is estimated~~ to be ~~between~~outstanding $7immediately ~~trillion~~after ~~and $10 trillion annually, and represents roughly 11% of the world’s economy. Within~~ this ~~end-market,~~offering it is ~~estimated~~based ~~that~~on ~~global~~an ~~annual~~aggregate ~~revenue for photonics-enabled products and services had exceeded $2 trillion in 2019. Photonics touches most sectors~~ of ~~our economy including consumer electronics (barcode scanners~~38, ~~DVD players~~858,210 TVshares ~~remote controls), telecommunications (fiber optics, lasers, switches), health (eye surgery, medical instruments,~~of ~~and~~our ~~imaging),~~common ~~industrial~~shares ~~(laser~~outstanding ~~cutting~~as ~~and~~of ~~machining),~~April ~~Defense and Security (Infrared cameras~~23, ~~remote sensing~~2026, ~~aiming)~~ and ~~entertainment (holography,~~excludes ~~cinema projection). We believe accelerating optics and photonics innovation will continue to drive economic growth and increase its share of~~ the ~~global GDP.~~following:

~~The most~~● ~~recent~~26,000,000 ~~review~~Contingent ~~from~~Earnout ~~the~~Shares (as defined herein) for Syntec Optics &current ~~Photonics~~stockholders; ~~2020~~● ~~Industry~~14,107,989 ~~Report~~shares ~~valued~~of common stock underlying the ~~2019~~Public ~~photonics~~Warrants; ● 24,646 shares issued to each of the three non-~~enabled~~employee ~~products~~independent ~~and~~board ~~services~~members atin ~~$2.02 trillion~~2026 –(total anof ~~increase~~73,938); 6,920,500 shares of ~~34%~~common ~~over~~stock underlying the ~~seven-year~~Private ~~period~~Warrants; ● 2,773,971 ~~and~~shares aof ~~compound~~common ~~annual~~stock ~~growth~~under ~~(CAGR)~~the ~~rate~~2023 Equity Incentive Plan as of ~~4.2%~~December 31, ~~from~~2025 ~~2012~~(the to“2023 ~~2019~~Plan”); and ● 1, ~~shown~~000,000 ~~below~~shares byof ~~end~~common ~~market~~stock under the 2023 Employee Stock Purchase Plan (“ESPP”).

The potential use of photonics in varied industries is fueling growth of the optics and photonics market. We believe sectors including telecom, transportation, healthcare, energy, aerospace, security, defense & space exploration, consumer, retail, electronics, food & agriculture, artificial intelligence software, and robotics are in the early stages of a dramatic transformation of scope and scale due to the unprecedented developments in advanced manufacturing of optics and photonics products, sub-systems, components, and materials. Continued mobility, intelligence, automation, sensing, and safety needs will accelerate in years to come, which will create a large market opportunity for such enabling businesses at the forefront of optics and photonics. The global optics and photonics sectors have experienced demand increasing use of photonics in various applications.

The Optics & Photonics 2020 Industry Report estimated revenue growth for top five areas based on CAGR from 2012 to 2019. These areas are listed below, as examples of verticals that we intend to focus on:

● Sensing, monitoring, and control (+10%), autonomous systems and the internet-of-things continued to create demand for a wide variety of photonic sensors. Self-driving cars, drones, and other robotics systems utilize a wide range of photonic sensors and imaging systems, some of which are increasingly benefiting from embedded artificial intelligence. Developments in the emerging field of quantum technology should drive major advances in metrology, sensing, communications, and computing, creating what we believe will be a multitude of new opportunities in photonics. ● Advanced manufacturing (+8%), gains in this segment were led by lasers for materials processing while robotics and vision technologies maintained their momentum as did implementation of 3D printing/additive manufacturing. Photonics-based production tools including lasers, optical metrology, and machine vision combined with adoption of rapid prototyping and Industry 4.0 are driving big manufacturing changes in industries like aerospace and automobiles. ● Semiconductor processing (+8%), driven by demand for optical processing and metrology equipment. Opto-electronics and mobility, integrated photonics circuits are beginning to address applications that were typically addressed by integrated electronic circuits. POC Biosensing, terabit internet, lidar based radar, and telecom are areas that are being disrupted due to reduced cost, size, weight, and power consumption while still improving performance and reliability. Design, develop, and manufacturing processes are similar to micro-electronics. Integrated photonics is envisioned to play the role in industry 4.0 what electronic integrated circuits did in industry 3.0.

	●	BioMedical (+13%), growth in diagnostic imaging, digital pathology, in vitro diagnostics, and point-of-care diagnostics led broad- based gains across this segment. Food safety testing also saw a significant uptick. Looking ahead, cost-effective photonics-based diagnostic and therapeutic medical devices are achieving higher market penetration.
	●	Defense, safety, and security (+10%), driven by gains in more than 30 sub-segments combined with substantial upswings in video surveillance, perimeter security and sensing, and investment in equipment for directed energy systems. Infrared systems, hyperspectral imaging, and laser-based countermeasures are all deployed, while laser weapons are emerging as a real near-term possibility. We believe there may be increased demand for aiming, scoping, and targeting using optics and photonics.

RISK FACTORS

~~Industry~~An 4investment in our securities involves a high degree of risk.0 isYou ~~revolutionizing~~should carefully consider all of the ~~advanced~~risks ~~manufacturing~~described ~~sector~~below, together with the other information included in this prospectus, before deciding whether to invest in our securities. If any of these risks actually occurs, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~This~~Risks ~~fourth~~Related industrial revolution (“Industry 4.0”), which encompasses the internet-of-things and smart manufacturing, marries physical production and operations with digital technology, machine learning / artificial intelligence and big data to ~~create~~this a more holistic and connected ecosystem for companies that focus on manufacturing and supply chain management. As industry 4.0 continues to bring changes in manufacturing, technological advancements leading to innovative photonics-enabled products, and photonics are improving manufacturing performance with photonics-enabled technology. We expect Industry 4.0 to transform production by driving faster, more flexible and more efficient processes which will be monetized by companies through the production of higher- quality goods at reduced costs.Offering

~~Beyond~~We ~~the~~have ~~traditional~~broad ~~industrial~~discretion ~~automation, new transforming products from unmanned aircrafts and driverless cars, smart robots~~ in the ~~operating rooms~~use ~~and artificial intelligence~~ of ~~organ~~the ~~and~~net ~~tissue~~proceeds ~~imaging,~~from tothis ~~augmented~~offering and ~~virtual~~may ~~reality~~not ~~increasingly~~use ~~require~~them ~~optics and photonics imagers, sensors, and detectors~~effectively. ~~We expect this trend to be especially pronounced in the United States, which has seen automation as a way to be globally competitive in spite of rising wages.~~

~~Optics~~We ~~and~~will ~~photonics~~have ~~are~~broad andiscretion ~~integral~~in ~~aspect~~the application of the ~~ongoing~~net ~~advancement~~proceeds offrom ~~traditional~~this ~~manufacturing~~offering and ~~industrial~~could ~~practices.~~spend ~~Optics~~the ~~and~~proceeds ~~photonics can~~in ~~reduce~~ways ~~cost,~~that ~~size,~~do ~~weight,~~not improve ~~and~~our ~~power~~results ~~consumption~~of inoperations ~~all~~or ~~spheres~~enhance ofthe ~~technology~~value ~~that~~of isour ~~making~~Common ~~us smarter~~stock. ~~These~~Our ~~includes~~failure ~~our~~to ~~content, its~~apply ~~context,~~these ~~inter-connection~~funds ~~for~~effectively ~~exchange,~~could ~~and~~result in ~~various~~financial ~~types~~losses ofthat ~~content~~could -have ~~from~~a ~~imaging~~material toadverse ~~detection~~effect ~~and~~on ~~sensing.~~our ~~Mr.~~business, ~~Kapoor~~cause ~~has~~the ~~operated extensively~~price ~~across~~of ~~this~~our ~~advancing~~shares ~~ecosystem~~ of ~~customers,~~Common ~~suppliers,~~stock to decline and ~~business~~delay ~~operators,~~our ~~which~~business isplans. atPending ~~the~~their ~~overlapping~~use, ~~intersection on~~we ~~contextual~~may ~~technology,~~invest ~~content~~the ~~technology,~~net ~~connected~~proceeds ~~technology,~~from ~~and~~this ~~imaging,~~offering ~~detecting,~~in ~~and~~a ~~sensing~~manner ~~technology.~~that ~~The~~does ~~advanced~~not ~~technologies,~~produce ~~which~~income ~~are~~or ~~beneficiaries~~that ~~and~~loses ~~drivers~~value. ofSee ~~this~~the ~~ecosystem~~section ~~include~~titled ~~artificial~~“Use ~~intelligence, quantum computing, internet-~~of~~-things,~~ ~~driverless cars,~~Proceeds” ~~robotics,~~in 3Dthis ~~printing, and other new technologies~~prospectus.

~~Our~~If ~~Management~~you ~~Team~~purchase shares of Common stock in this offering, you will incur immediate and ~~Board~~substantial dilution in the book value of your shares.

AlInvestors ~~Kapoor~~purchasing –shares ~~Chairman~~of &Common ~~Chief~~stock ~~Executive~~in ~~Officer:~~this Aloffering ~~Kapoor~~will ~~has~~pay ~~engaged~~a inprice ~~finding,~~per ~~acquiring,~~share ~~and~~that ~~growing~~substantially ~~optics~~exceeds ~~and~~the ~~photonics companies since 1997~~ as aadjusted ~~technology~~net tangible ~~entrepreneur~~book ~~immediately~~value ~~after~~per ~~graduating Harvard Business School~~share. ~~Shortly~~As ~~thereafter he~~a ~~found~~result, ~~and~~investors ~~acquired~~purchasing ~~his~~shares ~~first~~of ~~advanced~~Common ~~manufacturing~~stock ~~company~~ in ~~Rochester~~this ~~New~~offering ~~York,~~will ~~renamed~~incur itimmediate ~~Syntec Optics, transformed~~dilution itof ~~into~~$9.59 aper ~~defense~~share, ~~medical~~representing ~~and~~the ~~consumer~~difference ~~optics~~between ~~and~~the ~~photonics~~assumed ~~leader,~~public ~~and~~offering ~~accelerated~~price ~~growth~~of ~~with add-on acquisitions~~$10.32 ~~This~~per ~~deep~~share, ~~technical and~~which ~~business~~was ~~experience has led to diverse relationships in~~ the ~~optics~~last reported ~~and~~closing ~~photonics~~price ~~ecosystem~~on –Nasdaq ~~suppliers,~~on ~~customers,~~April ~~end-users~~23, ~~venture~~ ~~capitalists~~2026, ~~private equity managers, entrepreneurs,~~ and ~~executives.~~our Alas ~~runs~~adjusted annet ~~app~~tangible ~~called~~book ~~PioneeringMinds~~value ~~with~~per ashare ~~fortnightly newsletter~~as ~~on future industries with circulation~~ of ~~over~~December ~~100~~31,~~000~~ ~~to executives~~2025. ~~around~~ To the ~~country.~~extent Heoutstanding ~~continues~~options toor ~~invest~~warrants ~~in optics~~to ~~and~~purchase ~~photonics,~~common ~~from~~stock ~~driverless~~are ~~cars~~exercised, ~~robotics,~~new ~~virtual~~investors ~~reality,~~may ~~sensors,~~incur tofurther ~~terabit internet~~dilution. HeFor ismore information ~~also~~ on the ~~advisory~~dilution ~~council for~~you ~~MIT’s~~may ~~program~~experience toas ~~train~~a ~~and~~result ~~educate~~of ~~the~~investing ~~workforce~~in ~~for~~this ~~new~~offering, ~~disruptions~~see in the ~~area~~section of ~~integrated~~this ~~photonics.~~prospectus ~~Al has been invited~~entitled ~~to the White House on several occasions to participate in innovation policy discussions~~“Dilution. ~~Al studied various disciplines of engineering and business at 5 universities earning an MBA from Harvard University and MS from Iowa State University.~~”

If we sell Common stock or preferred stock in future financings, stockholders may experience immediate dilution and, as a result, our stock price may decline.

We may from time-to-time issue additional shares of Common stock or preferred stock at a discount from the current trading price of the Common stock. As a result, our stockholders would experience immediate dilution upon the purchase of any shares sold at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, Common stock or preferred stock. Additionally, the Company will issue 26,000,000 additional shares of Common stock (the “Contingent Earnout Shares”) to Syntec Optics, Inc.’s (prior to the transactions consummated pursuant to the Business Combination Agreement, defined below, “Legacy Syntec”) existing stockholders, which such Contingent Earnout Shares will vest upon achievement of the targets set forth in Section 3.4(b) of the Business Combination Agreement by and between the Company and OmniLit Acquisition Corp (the “Business Combination Agreement” and such transactions consummated pursuant to the Business Combination Agreement, dated May 9, 2023, and which closed on November 7, 2023, the “Merger”). The Contingent Earnout shares will vest upon the Common stock achieving the following stock trading price thresholds (the “Contingent Earnout Trigger Price”) following the closing of the Merger: one-third (1/3rd) at $12.50 per share, one-third (1/3rd) at $14.00 per share, and one-third (1/3rd) at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Contingent Earnout Shares which remain unvested as of the date five (5) years from the Closing (the “Earnout Period”) will be deemed cancelled and no longer subject to vesting. The achievement of the Contingent Earnout Trigger Price will be based on either (a) the closing price of the Common stock equaling or exceeding the specified threshold for 20 trading days within any 30-trading day period following the closing of the Merger, or (b) upon the consummation of a change of control transaction in which the per share price implied in such change of control transaction is greater than or equal to the applicable threshold. All Contingent Earnout Shares will be issued pro rata to Legacy Syntec stockholders in proportion to their owned shares of Legacy Syntec common stock immediately prior to the closing of the Merger.

Additionally, the Company will issue up to 2,000,000 shares of Common stock (the “Performance-based-Earnout”) to members of the management team of the Company from time to time, to the extent determined by the Board of Directors in its sole discretion, to be issued as restricted stock units or incentive equity grants pursuant to the 2023 Plan. The Performance-based Earnout shares shall be awarded by the Board of Directors based on achieving the following performance thresholds following the closing of the Merger: one-half (1/2) at achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 financial audited statements, and one-half (1/2) at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 financial audit statement. No such awards have been made as of December 31, 2025.

If we issue Common stock or securities convertible into Common stock, including such securities as described above, the holders of the Common stock would experience additional dilution and, as a result, our stock price may decline.

Insiders continue to have substantial influence over Syntec Optics, which could limit your ability to affect the outcome of key transactions, including a change of control.

Al Kapoor, our Chairman and Chief Executive Officer, owns approximately 82.80% of the Syntec Optics Common shares, which represents a majority ownership of Syntec Optics. As a result, Mr. Kapoor will be able to influence Syntec Optics’ management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of Syntec Optics’ organizational documents and approval of significant corporate transactions. Given Mr. Kapoor’s holdings of approximately 82.80% the outstanding shares of Syntec Optics, he will be able to influence the corporate decisions without having to act with other stockholders. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of Syntec Optics and might affect the market price of Syntec Optics’ common shares.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that: (1) No additional equity securities are issued and (2) there is no exercise of (i) 14,107,989 outstanding public warrants at an exercise price of $11.50 per share, and (ii) 6,920,500 outstanding private warrants at $11.50 per share. If the actual facts differ from these assumptions, the numbers of shares and percentage interests set forth above will be different.

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.

A limited number of customers account for a substantial portion of our revenue. For example, three customers collectively accounted for approximately 48% of our revenue for the year ended December 31, 2025. Though our customers use various different technologies for diverse different programs and projects across our nearly 90,000 sq ft facility, if any of these major customers significantly reduces orders, delays projects, experiences financial difficulties, or terminates its relationship with us, our revenue and margins could decline materially. These customers may also exert pricing pressure that could adversely affect our profitability.

Disruptions in our supply chain or inflationary pressures may impair our ability to meet customer demand or maintain margins.

We rely on selected suppliers of raw materials, components, and specialized manufacturing inputs. Global supply chain constraints, labor shortages, inflationary pressures, shipping delays, and similar disruptions may increase our costs or limit availability of required materials. Although we take steps such as advance purchasing and inventory planning, these measures may be insufficient. Any inability to secure materials at competitive prices could adversely affect our results. Additionally, if the ongoing war in the Middle East leads to inflation or tariffs on raw materials and components, this may lead to increased costs and an inability to source materials at prices acceptable and competitive to us, or at all, due to shortages and delays, which may affect our business and financial condition.

If we fail to protect our intellectual property or if third parties assert that we infringe their intellectual property, our competitive position could be harmed.

Our competitive advantage depends in part on the protection of our proprietary techniques, trade secrets, and intellectual property. Despite our efforts, unauthorized use, reverse engineering, or misappropriation may occur. Legal protections vary by jurisdiction and may be inadequate. Enforcing our rights may be costly and uncertain. If third parties assert that our products or processes infringe their intellectual property, we may be required to cease certain activities, pay damages, obtain licenses on unfavorable terms, or redesign products, any of which could adversely affect our business.

~~Robert O.~~Cybersecurity ~~Nelson~~incidents IIor –IT ~~Chief~~system ~~Financial~~failures ~~Officer:~~could ~~Robert~~disrupt O.our Nelson II has 20+ years of finance, tax, and technology experience. Robert has successfully supported public & private corporations, including optics and photonics companies, in design and transformation of their general accounting, financial close, consolidation, budgeting, and forecasting functions. He has worked in domestic and international areas, advising clients in finance and tax technology optimization projects, tax accounting, tax compliance, and IP planning. Robert has built a proven management track record of successful business transformation. Drawing upon steady leadership, determination, and strategic insight, Robert has leveraged financial and operational best practices as well as sound judgment in guiding teams through the intricacies of aligning organizational performance with corporate strategy. Most recently, as Vice President of Financial Systems at AMG (NASDAQ: AMG), he has worked with the executive management team on enhancing financial operations, ~~business systems, regulatory reporting~~ and ~~business process~~result ~~improvements. Previously, Robert played a key role~~ in SEC compliance for a spin-out of an optics and photonics division from a public company, which now has an over $1B valuation. During his tenure as a consultant, he provided guidance and consultation to CFOs and finance departments on internal control, regulatory reporting, taxation, financial ~~due~~loss ~~diligence~~or ~~and~~reputational ~~systems implementations~~harm. While at Deloitte, Robert instructed at many of Deloitte’s national technical training sessions covering international and domestic tax concepts and enterprise performance management solutions. Robert is a Certified Public Accountant and earned a Master of Science in Taxation from Bentley University’s McCallum Graduate School of Business and a Master of Science in Information Systems from Boston University’s Graduate School of Management.

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The loss of key personnel or our inability to attract and retain skilled employees could impair our ability to operate and grow our business.

Our success depends on the continued services of key management and technical personnel, as well as our ability to recruit and develop highly skilled employees. Competition for qualified talent in optics, photonics, and advanced manufacturing is intense. If we fail to attract or retain needed personnel, our operations, research and development initiatives, and customer engagements could be adversely affected.

We may pursue strategic add-on acquisitions or investments, which involve risks that could adversely affect our business.

Add-on acquisitions may expose us to integration challenges, operational disruptions, unforeseen liabilities, or increased costs. We may not realize anticipated synergies. We may need to raise capital to finance add-on acquisitions, which could be dilutive to existing stockholders.

Several factors may cause the actual results to differ materially from current expectations

All forward looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Syntec Optics and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: 1) risk outlined in any prior SEC filings; 2) ability of Syntec Optics to successfully increase market penetration into its target markets; 3) the addressable markets that Syntec Optics intends to target do not grow as expected; 4) the loss of any key executives; 5) the loss of any relationships with key suppliers including suppliers abroad; 6) the loss of any relationships with key customers; 7) the inability to protect Syntec Optics’ patents and other intellectual property; 8) the failure to successfully execute manufacturing of announced products in a timely manner or at all, or to scale to mass production; 9) costs related to any further business combination; 10) changes in applicable laws or regulations; 11) the possibility that Syntec Optics may be adversely affected by other economic, business and/or competitive factors; 12) Syntec Optics’ estimates of its growth and projected financial results for the future and meeting or satisfying the underlying assumptions with respect thereto; 13) the impact of any pandemic, including any mutations or variants thereof and the Russian/Ukrainian, China, Israeli conflict or any other conflict, and any resulting effect on business and financial conditions; 14) inability to complete any investments or borrowings in connection with any organic or inorganic growth; 15) the potential for events or circumstances that result in Syntec Optics’ failure to timely achieve the anticipated benefits of Syntec Optics’ customer arrangements; and 16) other risks and uncertainties set forth in this section or entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in prior SEC filings. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in any forward-looking statements. Results in this SEC filing may not be achieved or that any of the contemplated results of such forward-looking statements may not be achieved. Syntec Optics does not undertake any duty to update any forward-looking statements except as otherwise required by law.

~~James M.~~We ~~Jenkins~~are –subject ~~Director~~to ~~Nominee: James M. Jenkins specializes in securities law matters for initial and secondary public offerings~~environmental, ~~private placements~~health, ~~mergers~~ and ~~acquisitions,~~safety ~~and securities law compliance for SPACs. James was the practice leader of HSE Law’s Securities practice~~regulations, ~~and~~as ~~the~~well ~~Partner~~as inemerging ~~Charge~~ESG ofdisclosure ~~HSE’s New York City office. Professional Affiliations: Member~~obligations, ~~New~~which ~~York~~may ~~State~~increase ~~Bar Association, General Counsel to Transcat (Nasdaq: TRNS), 2001 – Present,~~compliance ~~Board of Directors, Lakeland Industries, Inc~~costs. (Nasdaq: LAKE), 2012-2015, 2016 – Present, Chair, Governance Committee, 2016 – Present; Member, 2012-2015, Member, Compensation Committee, 2012-2015, 2016 – Present, Member, Audit Committee, 2012-2015, 2016 – Present, General Counsel to Jerash Holdings, Inc., 2016-2020, General Counsel to IEC Electronics, Inc. (NYSE/MKT: IEC), 2015-2020, General Counsel and Corporate Secretary to iVEDiX, Inc., 2013-2020, General Counsel and Corporate Secretary to Finger Lakes Technologies Group, Inc., 2013-2020.

Our ~~Execution Team -~~ Inmanufacturing ~~addition~~processes toinvolve ~~our~~regulated ~~management~~materials and ~~board of directors, we intend to form an execution team with a combined experience of over 100 years~~activities. ~~The~~Compliance ~~team will consist of a finance manager working in conjunction~~ with ~~a controller~~environmental, ~~a compliance manager~~health, and ~~two~~safety ~~industry~~laws ~~researchers. The~~may ~~controller will maintain the financial statements and accounts, the finance manager will oversee the audit conducted by our independent~~require ~~outside~~significant ~~accountants~~expenditures, ~~the~~and ~~compliance~~future ~~manager~~regulatory ~~will~~changes ~~maintain~~could ~~records~~impose onadditional ~~the~~requirements. ~~Trust~~Evolving ~~account~~ESG-related ~~and~~disclosure ~~listings of our securities, and two industry~~expectations ~~researchers~~may ~~will~~also ~~track~~require ~~and~~increased ~~analyze~~resources ~~public~~ and ~~private~~could ~~company~~expose ~~data~~us ~~including~~to ~~acquisition~~reputational ~~history.~~risks ~~The~~if ~~execution~~expectations ~~team~~are ~~will~~not ~~have no fiduciary obligations to present business opportunities to us~~met.

~~Business~~We ~~Combination~~must ~~Criteria~~comply with anti-corruption, anti-money-laundering, export-control, and economic-sanctions laws; non-compliance could result in severe penalties.

~~Our~~We conduct business ~~combination~~subject ~~criteria will not be limited~~ to acomplex ~~particular~~regulatory ~~industry or geographic sector~~regimes, ~~but~~including ~~given~~ the ~~experience~~Foreign ofCorrupt ~~our~~Practices ~~management team~~Act, weexport- ~~expect~~control ~~to focus on acquiring a business combination target within the advanced manufacturing industry~~regulations, ~~with a focus on optics~~ and sanctions ~~photonics, with an enterprise value of approximately $350 million to $750 million~~laws. ~~Our~~Violations ~~management~~could ~~team~~result ~~will look to identify business combination targets which are~~ in ~~need~~civil ofor ~~strategic~~criminal ~~growth capital~~penalties, ~~will~~restrictions ~~benefit~~on ~~from becoming a publicly listed company, may require creative~~ business ~~approaches to unlock additional value~~operations, orand ~~may~~reputational ~~need to repurchase debt, target strategic acquisitions or require working capital~~harm.

~~Consistent~~Tariffs ~~with our business strategy, we have identified the following general criteria~~ and ~~guidelines~~trade ~~that~~restrictions wecould ~~believe~~materially ~~are important in evaluating prospective target businesses. We will use these criteria~~ and ~~guidelines~~adversely inaffect ~~evaluating acquisition opportunities, but we may decide to enter into~~ our ~~initial~~ business, ~~combination~~results ~~with~~of aoperations, ~~target business that does not meet these criteria~~ and ~~guidelines~~financial condition.

●Changes in ~~Services & end markets~~U.S. Weand ~~intend~~foreign totrade ~~pursue~~policies ~~targets~~have ~~within~~resulted ~~a space that has many varied offerings based on diversity of manufacturing processes~~in, ~~wavelength of light used, materials,~~ and ~~whether~~may ~~the~~continue ~~offering is a component, sub-system or OEM. ● Diversity of sectors. Our strategy is~~ to ~~acquire~~result ~~a participant with potential~~ in, the ~~wide~~imposition ~~range~~ of ~~end-market.~~tariffs, Weimport ~~intend~~and toexport ~~build~~restrictions, trade ~~sustainable~~barriers, ~~value~~and ~~with~~other ameasures ~~company~~ that ~~provides~~increase usthe acost ~~platform~~ of ~~diverse~~raw ~~sectors~~materials, ~~R&D spend~~components, ~~vertical integration,~~ and ~~design-for-manufacturability~~finished goods. WeIn ~~intend~~2025, ~~to focus on active or passive optics and photonics as entry point as~~ the ~~industry overall is quite fragmented~~U. ~~● Proprietary pipeline and deal flow~~S. Weadministration announced ~~intend~~significant totariff ~~find~~increases ~~and~~on ~~acquire~~imports ~~companies off the radar screen of other acquirers with deal flow~~ from avarious ~~deep professional network & research of new sciences and technologies~~countries. ~~Deals~~Although ~~will be assessed for social disruption in their sectors using proprietary models. ● Geography. We intend to initially focus on well-established optics and photonics capabilities in~~ the ~~United~~impact ~~States~~of ~~markets.~~these ●measures ~~Barriers~~has tonot ~~entry~~been ~~and differentiation. We intend~~ material to ~~focus~~date onbecause ~~businesses~~we that provide differentiated industrial solutions and ability to pivot or extend to optics and photonics and that possess high barriers to entry and a certain degree of technological differentiation and manufacturing complexity embedded in their platform; have ~~defensible~~generally ~~proprietary~~been ~~technology~~able ~~and intellectual property rights that are significantly differentiated and superior~~ to ~~attract~~pass ~~good~~increased ~~talent.~~costs ~~● Scalability and growth. We intend to focus~~ on ~~businesses that are scaled or have ability~~ to ~~scale within their large addressable market with R&D and capex; and are on a promising organic growth path~~customers, ~~driven~~there bycan abe ~~sustainable~~no ~~competitive~~assurance ~~advantage, with opportunities for acceleration by add-on acquisitions. ● Financial and regulatory processes and controls. We intend to focus on businesses~~ that ~~have robust compliance, financial controls and reporting processes in place and that~~ we ~~believe~~will ~~are~~be ~~ready~~able ~~for~~to continue ~~the regulatory requirements of a public entity, or have the potential~~ to ~~timely~~do ~~implement~~so ~~appropriate~~in ~~public company reporting, compliance and financial controls under~~ the ~~guidance of our management team~~future.

On February 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, invalidating certain tariffs previously imposed under that authority. However, tariffs imposed pursuant to other statutory authorities, including Sections 301 and 232 of the Trade Act, remain in effect. In addition, the U.S. administration has announced new tariff measures under alternative legal authorities, including a temporary import surcharge under Section 122 of the Trade Act, which is subject to statutory duration limits and may be extended only through congressional action.

Trade policy remains highly dynamic and uncertain, and additional tariffs, quotas, import restrictions, retaliatory trade measures, or other barriers could be imposed by the United States or foreign governments at any time. If we are unable to offset the effects of such measures through pricing actions, sourcing changes, operational efficiencies, or other mitigation strategies, our costs could increase and our supply chain could be disrupted. As a result, our sales, gross margins, profitability, and operating results could be materially adversely affected.

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 expect to continue making significant capital investments in manufacturing capacity, automation, and research and development. These investments may require additional financing. If we cannot raise required capital when needed, or if financing is available only on unfavorable terms, our growth strategy and operations may be constrained. Equity or convertible debt financing could result in dilution.

We have outstanding indebtedness, and restrictive covenants may limit our operational flexibility.

As of December 31, 2025, we had total indebtedness of approximately $9.4 million. Our credit agreements include operational and financial covenants that may restrict us from incurring additional indebtedness, creating liens, making add-on acquisitions, or failing to maintain required financial ratios. Breaching these covenants could result in acceleration of our obligations or foreclosure on secured assets.

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.

We have identified material weaknesses in internal control over financial reporting, including deficiencies in review procedures, segregation of duties, reconciliation processes, IT general controls, consistent with the material weaknesses described in Item 9A of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in this prospectus. There is no assurance our remediation efforts will be successful or completed in the expected timeframe. Failure to maintain effective controls could result in material misstatements, delayed filings, increased audit costs, regulatory scrutiny, and loss of investor confidence.

~~These~~Our ~~criteria~~operating ~~are~~results ~~not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination~~ may ~~be based,~~fluctuate tosignificantly ~~the~~from ~~extent~~period ~~relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide~~ to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Uperiod.~~S. Securities and Exchange Commission.~~

~~Competitive~~Syntec ~~Strengths~~Optics’ quarterly and annual operating results may fluctuate significantly, which makes it difficult for it to predict its future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of its control, including, but not limited to:

~~We believe~~● ~~the~~Syntec ~~sourcing,~~Optics’ ~~valuation,~~ability ~~diligence,~~to engage target customers and ~~execution~~successfully ~~capabilities~~convert these customers into meaningful orders in the future; ● the size and growth of ~~our~~the ~~management~~potential ~~team~~markets ~~will~~for ~~provide~~Syntec usOptics’ ~~with~~products aand ~~significant~~its ~~pipeline~~ ability to serve those markets; ● the level of ~~opportunities~~demand ~~from~~for any products, which tomay ~~evaluate~~vary significantly; ● future accounting pronouncements or changes in its accounting policies; and ~~select~~● amacroeconomic ~~business~~conditions, ~~that~~both ~~will~~nationally ~~benefit~~and ~~from~~locally; ~~our~~and ~~expertise~~● any other change in the competitive landscape of its industry, including consolidation among Syntec Optics’ competitors or partners.

●The cumulative ~~Strong~~effects ~~Management Team. We will leverage the extensive experience~~ of ~~our~~these ~~management~~factors ~~team,~~could ~~all~~result ~~of whom have been involved at various levels~~ in ~~acquisitions,~~large ~~financings,~~fluctuations and ~~advisory~~unpredictability ~~transactions, totaling billions~~ in ~~transaction~~Syntec 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 teamOptics’s ~~ability~~quarterly ~~to originate, effectively diligence,~~ and ~~creatively~~annual operating ~~and thoughtfully structure transactions will generate attractive risk-adjusted returns for investors~~results. WeAs 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. ● Broad Sourcing Channels and Leading Industry Relationships. We believe the capabilities and relationships associated with our management team will provide us with a ~~differentiated pipeline of attractive business combination opportunities that would be difficult for other market participants to replicate. ● Underwriting~~result, ~~Execution,~~comparing ~~and Structuring Capabilities. Our management team will apply to our acquisition targets a rigorous analytical review and diligence process that~~ its ~~individual~~operating ~~members~~results ~~apply~~on ~~or have applied in their current or past professional experiences. The sensitivity of financial and operational drivers to external factors is~~ a ~~key~~period- ~~component of evaluating investment opportunities and pricing risk. We believe our investment discipline will allow us~~ to-period ~~identify~~basis ~~opportunities where our management team can create stockholder value, which~~ may ~~include~~not ~~operational~~be ~~or capital structure improvements, as well as the introduction of new technologies and/or products to drive growth~~meaningful. ●Investors ~~Public~~should not ~~Company~~rely ~~Operating~~on ~~Expertise.~~its Aspast aresults ~~result of serving~~ as ~~executive~~an ~~officers~~indication ~~and directors~~ of ~~publicly~~its ~~traded~~future ~~companies, our management team has substantial experience in navigating the challenges of operating as a public company~~performance. We anticipate that one or more members of our management team or board, would remain on the board of the company post business combination. In addition, some of the potential acquisition targets we consider may operate within a regulated industry. We believe that the expertise within our management team around technology and business services industries will be advantageous when evaluating certain acquisition targets.

This variability and unpredictability could also result in its failing to meet the expectations of industry or financial analysts or investors for any period. If Syntec Optics’ revenue or operating results fall below the expectations of analysts or investors or below any forecasts Syntec Optics may provide to the market, or if the forecasts it provides to the market are below the expectations of analysts or investors, the price of Syntec Optics common shares could decline substantially. Such a stock price decline could occur even when it has met any prior publicly stated revenue or earnings guidance it may provide.

Changes in tax laws or outcomes of tax audits could adversely affect our financial results.

We may be subject to changes in tax laws, interpretations, or audits. Unfavorable outcomes could increase our tax liabilities or reduce available tax benefits. Purchasers of our common shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition of our common shares in their circumstances.

We currently use and intend to continue to use Adjusted EBITDA, a non-GAAP financial measure, in reporting our annual and quarterly results of operations; however, Adjusted EBITDA is not equivalent to net income (loss) from operations as determined under GAAP, and shareholders may consider GAAP measures to be more relevant to our operating performance.

As part of our reporting of our annual and quarterly results of operations, we publish and intend to continue to publish measures compiled in accordance with GAAP as well as non-GAAP financial measures, along with a reconciliation between the GAAP and non-GAAP financial measures. The reconciling items adjust amounts reported in accordance with GAAP for certain items which are described in detail in our published results of operations. Our financial statements themselves do not and will not contain any non-GAAP financial measures.

Specifically, we use Adjusted EBITDA, which we use to represent net income (loss), excluding other income (expense), income taxes expense (benefit), depreciation and amortization, share-based compensation expense and transaction-related costs. We believe the exclusion of share-based compensation expense related to restricted stock awards and stock options provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency of our results of operations. We believe that our non-GAAP financial measures are meaningful to investors when analyzing our results of operations, as they are a key metric used by our management for financial and operational decision-making.

The market price of our stock may fluctuate based on future non-GAAP results if investors base their investment decisions on such non-GAAP financial measures. If we decide to alter or discontinue the use of non-GAAP financial measures in reporting our annual and quarterly results of operations, the market price of our stock could be adversely affected if investors analyze our performance in a different manner.

~~Initial~~Risks ~~Business~~Related ~~Combination~~to Being a Public Company

~~Nasdaq rules require that we~~We must ~~complete~~continue one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to ~~the~~comply fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with ~~respect~~Nasdaq tolisting the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combinationrequirements, itand ~~may~~failure ~~be unable~~ to do so ifcould itresult isin ~~less familiar or experienced with~~ the ~~business~~ ofdelisting ~~a particular target or if there is a significant amount~~ of ~~uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of~~ our ~~independent directors~~securities.

~~We will have until 18~~Our ~~months~~Common ~~from~~stock ~~the~~is ~~closing~~currently oflisted ~~this~~for ~~offering~~trading toon ~~consummate~~The anNasdaq ~~initial~~Capital ~~business combination~~Market. ~~However,~~We ifmust wesatisfy ~~anticipate~~Nasdaq’s ~~that~~continued welisting ~~may not be~~requirements, ~~able to consummate our initial business combination within 18 months~~including, weamong ~~will,~~other ~~by resolution of our board~~things, ~~if requested by our sponsor, extend the period of time to consummate~~ a ~~business~~minimum ~~combination~~stockholders’ byequity ~~an additional three months (for a total~~ of ~~21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below~~ $2.5 ~~Pursuant to~~million ~~the terms of our certificate of incorporation~~ and ~~the~~a ~~trust~~minimum ~~agreement~~closing tobid beprice ~~entered into between us and Continental Stock Transfer & Trust Company on the date~~ of ~~this prospectus, 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~~ $~~500,000~~1.00 per share ~~month on~~ or ~~prior~~risk ~~to the date of the deadline. We will issue a press release announcing the extension~~delisting, atwhich ~~least~~would ~~three~~have ~~days prior to the deadline. In addition, we will issue~~ a ~~press release~~material ~~the~~adverse ~~day~~effect ~~after~~on the deadline, announcing whether the funds have been timely deposited. Our sponsor 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~~.

WeA ~~anticipate~~delisting ~~structuring~~of our ~~initial~~Common ~~business~~stock ~~combination~~from ~~either:~~The ~~(i)~~Nasdaq inCapital ~~such~~Market acould ~~way~~materially soreduce ~~that~~ the ~~post-transaction~~liquidity ~~company~~of ~~in which~~ our ~~public stockholders~~Common ~~own~~stock ~~shares~~and ~~will~~result ~~own or acquire 100% of the equity interests or assets of the target business or businesses; or (ii)~~ in ~~such~~ a ~~way~~corresponding somaterial ~~that~~reduction ~~the~~in ~~post-transaction company owns or acquires less than 100% of such interests or assets of~~ the ~~target~~price ~~business in order to meet certain objectives~~ of ~~the~~our ~~target~~Common ~~management team or stockholders, or for other reasons~~stock. ~~However,~~In we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940addition, asdelisting ~~amended,~~could orharm ~~the “Investment Company Act.” Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,~~ our ~~stockholders~~ability ~~prior~~ to ~~the~~raise ~~initial~~capital ~~business combination may collectively~~through ~~own~~alternative afinancing ~~minority~~sources ~~interest in the post-transaction company, depending~~ on ~~valuations~~terms ~~ascribed~~acceptable to ~~the target and~~ us ~~in the initial business combination. For example~~, weor ~~could~~at ~~pursue a transaction in which we issue a substantial number of new shares in exchange for~~ all ~~of the outstanding capital stock of a target. In this case~~, weand ~~would~~may ~~acquire~~result ~~a 100% controlling interest~~ in the ~~target.~~potential ~~However,~~loss ~~as a result~~ of ~~the~~confidence issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by ~~the post-transaction company~~investors, ~~the portion of such business or businesses~~ ~~that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business~~suppliers, ~~the~~customers ~~80%~~and ofemployees ~~net assets test will be based on the aggregate value of all of the transactions~~ and wefewer ~~will treat the target businesses together as the initial~~ business ~~combination~~development ~~for purposes of a tender offer or for seeking stockholder approval, as applicable~~opportunities.

~~Our~~As ~~Initial~~previously ~~Business~~disclosed, ~~Combination~~on ~~Process~~April 16, 2025, we received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that since it has not yet filed its Form 10-K for the year ended December 31, 2024 the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission. The letter stated that the Company had 60 calendar days to submit a plan to regain compliance and if Nasdaq accepts the plan, they can grant an exception of up to 180 calendar days from the filing’s due date, or until October 13, 2025, to regain compliance.

InOn ~~evaluating~~May ~~prospective~~28, ~~business combinations~~2025, we ~~expect~~received toan ~~conduct~~additional adelinquency ~~thorough~~notification ~~due~~letter ~~diligence~~from ~~review~~the ~~process~~Nasdaq notifying the Company that ~~will~~since ~~encompass,~~it ~~among~~has not yet ~~other~~filed ~~things,~~its aForm ~~review~~10-Q offor ~~historical~~the ~~and~~period ~~projected~~ended ~~financial~~March 31, 2025, and ~~operating~~because ~~data~~the Company remains delinquent in filing its Form 10-K for the period ended December 31, ~~meetings~~2024, ~~with~~the ~~management~~Company ~~and~~is ~~their~~not ~~advisors~~in ~~(if~~compliance ~~applicable~~with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely ~~on-site~~file ~~inspection~~all ofperiodic ~~facilities~~financial reports with the U.S. Securities and ~~assets~~Exchange Commission. The letter stated that the Company had until June 16, ~~discussion~~2025, ~~with~~to ~~customers~~submit a plan to regain compliance, and ~~suppliers~~if NASDAQ accepts the plan, ~~legal~~they ~~reviews~~can ~~and~~grant ~~other~~an ~~reviews~~exception asof weup ~~deem~~to ~~appropriate~~180 calendar days from the Filing’s due date, or until October 13, 2025, to regain compliance.

On August 29, 2025, we received an additional delinquency notification letter from the Nasdaq notifying the Company that because it has not filed Company’s Form 10-Q for the period ended June 30, 2025 and it remains delinquent in filing its Form 10-K for the period ended December 31, 2024 and its Form 10-Q for the period ended March 31, 2025, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). The letter allowed an additional exception to enable the Company to regain compliance with all delinquent filings, but only for a maximum of 180 calendar days from the due date of the initial delinquent filing, or October 13, 2025. The Company subsequently filed all of the delinquent filings with the U.S. Securities and Exchange Commission on October 6, 2025, and based on such filings, Nasdaq staff has determined that the Company had regained compliance and that this matter was closed.

There is no assurance that we will maintain compliance with minimum listing requirements in the future. If our Common stock were delisted from Nasdaq, trading of our Common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our Common stock on an over-the-counter market, and many investors would likely not buy or sell our Common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our Common stock would be subject to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our Common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our Common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.

As a “controlled company” under Nasdaq rules, we may rely on exemptions from certain corporate governance requirements.

Al Kapoor, our Chairman and Chief Executive Officer, currently controls nearly 82.80% of our voting power, qualifying us as a “controlled company.” 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.

Outstanding warrants could result in substantial dilution and increase volatility in our stock price.

As of December 31, 2025, we had 14,107,989 outstanding public warrants and 6,920,500 private warrants exercisable at $11.50 per share. Exercise or redemption of these warrants could significantly increase the number of outstanding shares and dilute current stockholders. We may redeem public warrants when certain conditions are met, potentially forcing warrant holders to exercise at an unfavorable time or accept a nominal redemption price.

Future sales of a substantial number of our shares could depress the market price of our common shares.

Under registration rights agreements, certain stockholders are entitled to require us to register the resale of their shares. Upon effectiveness of resale registration statements and expiration of lock-up periods, a substantial number of shares, currently estimated at nearly 31 million shares, which include the Contingent Earnout Shares and shares issuable upon exercise of the outstanding public and private warrants, in each case, with an exercise price of $11.50 per share and if such warrants are exercised, may become eligible for resale, which could place downward pressure on our stock price.

Directors’ and officers’ liability insurance has become increasingly costly.

Premiums for directors’ and officers’ liability insurance have increased among emerging-growth companies. If we cannot maintain adequate coverage on acceptable terms, our ability to attract and retain qualified directors and officers may be impaired.

WeRisks ~~are~~Related ~~not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek~~ to ~~complete~~Legal ~~our~~and ~~initial~~Regulatory business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.Matters

~~Members~~Our ofcharter ~~our~~documents ~~management team will directly or indirectly own founder shares~~ and~~/or~~ ~~private~~Delaware ~~placement~~law ~~warrants following this offering and, accordingly,~~ may ~~have~~contain aanti-takeover ~~conflict~~provisions ofthat ~~interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors~~ may ~~have~~prevent ~~a conflict of interest with respect to evaluating a particular business combination if the retention~~ or ~~resignation~~delay ~~of any such officers and directors were to be included by~~ a ~~target~~change business as a condition to any agreement with respect to our initial business combination. However, subject to any pre-existing contractual or fiduciary obligations, our sponsor and officers and directors will offer all suitable business combination opportunities within the technology industry (and other related sectors, as discussed elsewhere in this prospectus) to us before any other person or company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 18 months from the closing of ~~this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus)~~control.

~~Members~~Provisions ofsuch ~~our~~as ~~management~~a ~~team~~classified ~~are~~board, ~~employed~~limitations byon orstockholder-called ~~otherwise~~special ~~work~~meetings, ~~with our sponsor or with other entities. Our sponsor~~ and ~~these~~authorization ~~other entities and their respective affiliates are continuously made aware of potential business opportunities, one or more of which we may desire~~ to ~~pursue~~ ~~for~~issue anpreferred ~~initial~~stock ~~business~~without ~~combination; we have not, however, selected any specific business combination target and we have not,~~stockholder ~~nor~~approval ~~has~~may ~~anyone~~discourage onor ~~our~~delay ~~behalf,~~a ~~initiated~~change ~~any~~of ~~substantive~~control ~~discussions,~~that ~~directly~~stockholders ormight ~~indirectly,~~consider ~~with any business combination target~~favorable.

~~Our~~We ~~sponsor~~may ~~and~~become ~~each~~involved ~~of our officers and directors presently has, and any of them and our sponsor~~ in ~~the~~legal ~~future~~proceedings may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. We do not believe, however, that ~~any~~could ~~fiduciary~~result duties or contractual obligations of our sponsor and our officers or directors will materially affect our ability to complete our initial business combination. Our certificate of incorporation will provide that we renounce our interest in ~~any~~significant ~~corporate~~costs ~~opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company~~ and ~~such~~divert ~~opportunity~~management is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligationattention. ~~Please see the section of this prospectus entitled “Management — Conflicts of Interest” for additional information.~~

We may be subject to claims and litigation relating to intellectual property, contracts, employment matters, environmental obligations, securities laws, and other business disputes. Even when resolved in our favor, such matters may require significant financial and managerial resources.

Risks Related to Ownership of Our Securities

The market price of our securities may be volatile, and you may lose part or all of your investment.

The trading price of our securities may fluctuate due to variations in financial results, analyst coverage, macroeconomic conditions, market perceptions of our industry, or the resale of a substantial number of shares.

We do not expect to pay dividends for the foreseeable future.

We intend to retain future earnings to fund operations, capital expenditures, and growth initiatives. Our indebtedness may also restrict our ability to pay dividends. As a result, investors must rely on stock price appreciation, if any, for a return on their investment.

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.

The trading market for Syntec Optics’ common shares will depend, in part, on the research and reports that securities or industry analysts publish about Syntec Optics. Syntec Optics will not have any control over these analysts. If Syntec Optics’ financial performance fails to meet analyst estimates or one or more of the analysts who cover Syntec Optics downgrade its common shares or change their opinion, Syntec Optics’ stock price would likely decline. If one or more of these analysts cease coverage of Syntec Optics or fail to regularly publish reports on Syntec Optics, it could lose visibility in the financial markets, which could cause Syntec Optics’ stock price or trading volume to decline.

If any of the Merger’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Syntec Optics’ securities may decline. Additionally, trading prices for Syntec Optics’ securities could be highly volatile, and purchasers of Syntec Optics securities could incur substantial losses.

The market price of our common shares may fluctuate significantly and could decline if our operating performance does not meet the expectations of investors or securities analysts following our transition to a public company. Factors such as changes in financial results, market conditions, or investor perceptions of our business may adversely affect the market price of our common shares.

The trading price of the Syntec Optics common shares following an acquisition may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for Syntec Optics’ securities develops and continues, the trading price of Syntec Optics’ securities following an acquisition could be volatile and subject to wide fluctuations. The trading price of the Syntec Optics common shares following an acquisition will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Syntec Optics’ control and may not be related to Syntec Optics’ operating performance. Any of the factors listed below could have a material adverse effect on your investment in Syntec Optics’ securities and Syntec Optics’ securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Syntec Optics’ securities may not recover and may experience a further decline.

Factors affecting the trading price of Syntec Optics securities following an acquisition may include:

	●	actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

	●	changes in the market’s expectations about our operating results;

	●	the public’s reaction to our press releases, other public announcements and filings with the SEC;

	●	speculation in the press or investment community;

	●	actual or anticipated developments in Syntec Optics’ business, competitors’ businesses or the competitive landscape generally;

~~Risks~~● innovations or new products developed by Syntec Optics or its competitors; ● manufacturing, supply or distribution delays or shortages; ● any changes to Syntec Optics’ relationship with any manufacturers, suppliers, licensors, future collaborators, or other strategic partners; ● the operating results failing to meet the expectation of securities analysts or investors in a particular period; ● changes in financial estimates and recommendations by securities analysts concerning Syntec Optics or the market in general; ● operating and stock price performance of other companies that investors deem comparable to ours; ● changes in laws and regulations affecting Syntec Optics’ business; ● commencement of, or involvement in, litigation involving Syntec Optics; ● changes in Syntec Optics’ capital structure, such as future issuances of securities or the incurrence of additional debt; ● the volume of Syntec Optics common shares available for public sale; ● any major change in Syntec Optics board of directors or management; ● sales of substantial amounts of Syntec Optics common shares by our directors, officers or significant stockholders or the perception that such sales could occur; ● general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism (including the Russia-Ukraine conflict and the ongoing war in the Middle East); and ● other risk factors and other matters described or referenced under the sections “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

WeBroad ~~are~~market aand ~~newly~~industry ~~formed~~factors ~~company~~may ~~that~~materially ~~has~~harm ~~conducted~~the nomarket ~~operations~~price ~~and~~of ~~has~~Syntec ~~generated~~Optics’ nosecurities ~~revenues.~~irrespective ~~Until~~of weSyntec ~~complete~~Optics’ operating ~~our~~performance. ~~initial~~The ~~business~~stock ~~combination, we~~market ~~will~~in general and Nasdaq have noexperienced ~~operations~~extreme price and ~~will~~volume ~~generate~~fluctuations nothat ~~operating~~have ~~revenues.~~often been Inunrelated ~~making~~or ~~your~~disproportionate ~~decision~~to ~~whether~~the tooperating ~~invest~~performance inof ~~our~~the ~~securities,~~particular ~~you should~~companies ~~take~~affected. ~~into~~The ~~account~~trading ~~not~~prices ~~only~~and ~~the~~valuations of ~~background~~these stocks, and of ~~our~~Syntec ~~management~~Optics’ ~~team~~securities, ~~but~~may ~~also~~not ~~the~~be ~~special~~predictable. ~~risks~~A weloss ~~face~~of asinvestor aconfidence ~~blank~~in ~~check~~the ~~company. This~~market ~~offering~~for isthe stocks ~~not~~of ~~being~~other ~~conducted~~companies inwhich ~~compliance~~investors ~~with~~perceive ~~Rule~~to ~~419~~be ~~promulgated~~similar ~~under~~to ~~the~~Syntec ~~Securities~~Optics ~~Act.~~could ~~Accordingly,~~depress ~~you~~Syntec ~~will~~Optics’ ~~not~~stock beprice ~~entitled~~regardless toof ~~protections~~Syntec ~~normally~~Optics’ ~~afforded~~business, toprospects, ~~investors~~financial inconditions ~~Rule~~or ~~419~~results ~~blank~~of ~~check offerings~~operations. ~~For~~Broad ~~additional~~market ~~information~~and ~~concerning~~industry ~~how~~factors, ~~Rule 419 blank~~including, ~~check~~the ~~offerings~~impact ~~differ~~of ~~from~~global ~~this offering~~pandemics, ~~please~~as ~~see~~well ~~the~~as ~~section~~general ofeconomic, ~~this~~political ~~prospectus~~and ~~entitled~~market ~~“Proposed~~conditions ~~Business~~such —as ~~Comparison of~~recessions ~~This~~or ~~Offering~~interest torate ~~Those~~changes, may ofseriously ~~Blank~~affect ~~Check~~the ~~Companies~~market ~~Subject~~price toof ~~Rule~~the ~~419.”~~Syntec ~~You~~Optics ~~should~~common ~~carefully~~shares, ~~consider~~regardless ~~these~~of ~~and~~Syntec ~~the~~Optics’ ~~other~~actual ~~risks~~operating performance. ~~set~~A ~~forth~~decline in the ~~section~~market price of ~~this~~Syntec ~~prospectus~~Optics’ ~~entitled~~securities ~~“Risk~~also ~~Factors”~~could ~~beginning~~adversely onaffect ~~page~~Syntec 34Optics’ ofability ~~this~~to ~~prospectus~~issue additional securities and Syntec Optics’ ability to obtain additional financing in the future.

~~Summary~~In addition, in the past, following periods of ~~Risk~~volatility ~~Factors~~in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

An ~~investment~~active intrading shares of our units involves a high degree of risk. If any of the factors enumerated below or in the section entitled “Risk Factors” occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected. In that case, the market ~~price~~for ofSyntec ~~our~~Optics’ securities ~~could decline, and you~~ may ~~lose~~not ~~some~~be oravailable ~~all~~on ofa ~~your~~consistent ~~investment.~~basis ~~Some of the more significant risks relating~~ to ~~this~~provide ~~offering~~stockholders ~~and~~with ~~an investment in our units include:~~adequate liquidity.

●Syntec Optics ~~Our~~common ~~search~~shares ~~for a business combination,~~ and ~~any~~warrants ~~target~~are ~~business~~listed ~~with~~on ~~which~~Nasdaq weunder ~~ultimately consummate a business combination, may be materially adversely affected by~~ the ~~COVID-19~~symbols ~~pandemic.~~“OPTX” ●and ~~Our~~“OPTXW” ~~public~~respectively, ~~stockholders may not be afforded an opportunity~~ and to ~~vote~~trade on ~~our~~that ~~proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination~~market. ~~● If we seek stockholder approval of our initial business combination~~However, ~~our~~Syntec ~~sponsor,~~Optics ~~directors,~~cannot ~~officers,~~assure ~~advisors,~~you ~~and~~that ~~their~~an ~~affiliates~~active ~~may~~trading ~~elect~~market tofor ~~purchase~~its ~~shares from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A~~ common ~~stock.~~shares ~~● Your only opportunity to affect the investment decision regarding a potential business combination~~ will be ~~limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination~~sustained. ~~● If third parties bring claims against us~~ Accordingly, ~~the~~Syntec ~~proceeds~~Optics ~~held~~cannot inassure ~~the~~you ~~trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share. ● If the net proceeds~~ of ~~this offering and~~ the ~~sale~~liquidity of ~~the~~any ~~private~~trading ~~placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 18 months (or 21 months)~~market, weyour ~~may~~ability ~~be unable~~ to ~~complete~~sell ~~our~~your ~~initial~~shares ~~business~~of ~~combination,~~its incommon ~~which~~shares when ~~case~~desired ~~our public stockholders may receive only $10.20 per share,~~ or ~~less~~the ~~than~~prices such amount in certain circumstances, and our warrants will expire worthless. ● We may seek business combination opportunities in industries outside of our management’s area of expertise. ● Resources could be wasted in researching business combinations that ~~are~~you not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may ~~receive~~obtain ~~only~~for ~~approximately~~your ~~$10~~shares.~~20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.~~

Warrants are exercisable for Syntec Optics’ common shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to Syntec Optics’ stockholders.

Our public and private warrants are exercisable for the Company’s common shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. As of December 31, 2025, there were 14,107,989 outstanding public warrants to purchase 14,107,989 common shares at an exercise price of $11.50 per share, and 6,920,500 shares of common stock underlying the Private Warrants, exercisable at $11.50 per share.

●To the ~~Our~~extent ~~ability~~such towarrants ~~successfully~~are ~~effect~~exercised, ~~our~~additional ~~initial~~common ~~business~~shares ~~combination and to be successful thereafter~~ will be ~~totally dependent upon the efforts of our key personnel~~outstanding, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business. ● We may attempt to complete our initial business combination with a private company about which ~~little~~will ~~information is available, which may~~ result in andilution ~~initial business combination with a company that is not as profitable as we suspected, if at all. ● We may be unable~~ to ~~obtain additional financing to complete our initial business combination or to fund~~ the ~~operations~~holders ~~and growth~~ of ~~a target business, which could compel us to restructure or abandon a particular business combination. ● The requirement that we complete our initial business combination within~~ the ~~prescribed~~Company’s ~~time~~common ~~frame~~shares ~~may give potential target businesses leverage over us in negotiating an initial business combination~~ and ~~may~~increase ~~decrease~~the ~~our~~number ~~ability~~of toshares ~~conduct~~eligible due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for ~~our~~resale ~~stockholders. ● Our key personnel may negotiate employment or consulting agreements with a target business~~ in ~~connection~~the ~~with~~public ~~a particular business combination~~market. ~~These~~Sales ~~agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts~~ of ~~interest~~substantial in determining whether a particular business combination is the most advantageous. ● Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict numbers of ~~interest~~such ~~may~~shares ~~arise~~ in determining whether a particular business combination target is appropriate for our initial business combination. ● 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 and as a result owns 3,593,750 shares for an aggregate purchase price of $25,000, or approximately $0.007 per share and, accordingly, you will experience immediate and substantial dilution from the ~~purchase~~public ofmarket ~~our~~could ~~Class~~adversely Baffect ~~common stock. ● The determination of~~ the ~~offering~~market price of ~~our units and~~ the ~~size~~Company’s ofcommon ~~this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance~~shares, ~~therefore, that~~ the ~~offering~~impact ~~price~~ of ~~our~~which is ~~units~~increased ~~properly~~as ~~reflects~~ the value of ~~such~~our ~~units~~stock ~~than~~price ~~you would have in a typical offering of an operating company~~increases.

Syntec Optics’ operating results may fluctuate significantly following an acquisition, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations or any guidance it may provide.

Syntec Optics’ quarterly and annual operating results may fluctuate significantly, which makes it difficult for it to predict its future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of its control, including, but not limited to:

	●	Syntec Optics’ ability to engage target customers and successfully convert these customers into meaningful orders in the future;

	●	the size and growth of the potential markets for Syntec Optics’ products and its ability to serve those markets;

●

the level of demand for any products, which may vary significantly;

●

future accounting pronouncements or changes in its accounting policies; and

●

macroeconomic conditions, both nationally and locally; and

●

any other change in the competitive landscape of its industry

The cumulative effects of these factors could result in large fluctuations and unpredictability in Syntec Optics’ quarterly and annual operating results. As a result, comparing its operating results on a period- to-period basis may not be meaningful. Investors should not rely on its past results as an indication of its future performance.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely effect Syntec Optics’ business, investments and results of operations.

Syntec Optics will be subject to laws, regulations and rules enacted by national, regional, and local governments and Nasdaq. In particular, Syntec Optics is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Syntec Optics’ business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Syntec Optics’ business and results of operations.

Syntec Optics is an emerging growth company and any decision to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make Syntec Optics’ common shares less attractive to investors.

Syntec Optics currently is an “emerging growth company,” as defined in the JOBS Act. For as long as it continues to be an emerging growth company, Syntec Optics may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

	●	not being required to have an independent registered public accounting firm audit Syntec Optics’ internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

	●	reduced disclosure obligations regarding executive compensation in Syntec Optics’ periodic reports and annual report on Form 10-K; and

	●	exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Corporate~~As ~~Information~~a result, the stockholders may not have access to certain information that they may deem important. Syntec Optics’ status as an emerging growth company will end as soon as any of the following takes place:

~~Our executive~~● ~~offices~~the ~~are~~last ~~located~~day of the fiscal year in which Syntec Optics has at ~~1111~~least ~~Lincoln~~$1.235 ~~Road,~~billion ~~Suite~~in ~~500~~annual revenue; ● the date Syntec Optics qualifies as a “large accelerated filer,” ~~Miami~~with ~~Beach~~at least $700.0 million of equity securities held by non-affiliates; ● the date on which Syntec Optics has issued, FLin ~~33139~~any ~~and~~three-year ~~our~~period, ~~telephone~~more ~~number~~than is$1.0 ~~(786)~~billion ~~750~~in non-~~2820~~ convertible debt securities; or ● the last day of the fiscal year ending after the fifth anniversary of the Syntec Optics IPO.

WeUnder ~~are an “emerging growth company,” as defined in Section 2(a) of~~ the ~~Securities~~JOBS Act ~~of 1933~~, asemerging ~~amended~~growth ~~(the~~companies ~~“Securities Act”),~~can asalso ~~modified~~delay byadopting ~~the~~new ~~Jumpstart Our Business Startups Act of 2012,~~ or ~~the~~revised ~~JOBS~~accounting ~~Act.~~standards Asuntil such, wetime ~~are~~as ~~eligible~~those ~~to take advantage~~standards ofapply ~~certain exemptions from various reporting requirements that are applicable~~ to ~~other~~private ~~public~~ companies. ~~that~~Syntec ~~are~~Optics ~~not~~may ~~emerging~~elect ~~growth companies including, but not limited~~ to, ~~not~~take ~~being~~advantage ~~required to comply with the auditor attestation requirements~~ of ~~Section~~this ~~404~~extended oftransition ~~the Sarbanes-Oxley~~period ~~Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports~~ and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, ~~there~~its financial statements may not be acomparable ~~less~~with ~~active~~similarly ~~trading~~situated ~~market~~public ~~for our securities and the prices of our securities may be more volatile~~companies.

InSyntec ~~addition,~~Optics ~~Section~~cannot ~~107~~predict ofif ~~the~~investors ~~JOBS~~will ~~Act~~find ~~also~~Syntec ~~provides~~Optics’ ~~that~~common anshares ~~emerging~~less ~~growth~~attractive ~~company~~if ~~can~~it ~~take~~chooses ~~advantage~~to ofrely ~~the~~on ~~extended~~any ~~transition~~of ~~period~~the exemptions ~~provided~~afforded inemerging ~~Section~~growth ~~7(a)(2)(B)~~companies. ofIf ~~the~~some ~~Securities~~investors ~~Act~~find ~~for~~Syntec ~~complying~~Optics’ ~~with~~common ~~new~~shares orless ~~revised~~attractive ~~accounting~~because ~~standards.~~Syntec InOptics ~~other~~relies on ~~words,~~any anof ~~emerging growth~~these ~~company~~exemptions, ~~can~~there ~~delay~~may ~~the~~be ~~adoption~~a ofless ~~certain~~active ~~accounting~~trading ~~standards~~market ~~until~~for ~~those~~Syntec ~~standards~~Optics’ ~~would~~common ~~otherwise~~shares ~~apply~~and tothe ~~private~~market ~~companies.~~price of WeSyntec ~~intend~~Optics’ tocommon ~~take~~shares ~~advantage~~may ofbe ~~the~~more ~~benefits~~volatile ofand ~~this~~may ~~extended transition period~~decline.

WeSyntec ~~will~~Optics’ ~~remain~~failure anto ~~emerging~~maintain ~~growth~~an ~~company~~effective ~~until~~system ~~the earlier~~ of: ~~(1)~~disclosure ~~the~~controls ~~last~~and ~~day~~internal ofcontrol ~~the~~over ~~fiscal~~financial ~~year:~~reporting, ~~(a)~~Syntec ~~following the fifth anniversary~~Optics’ ofability ~~the~~to ~~completion~~produce oftimely ~~this~~and ~~offering;~~accurate ~~(b)~~financial instatements ~~which~~or wecomply ~~have~~with ~~total~~applicable ~~annual~~regulations ~~gross~~could ~~revenue~~be ofimpaired, atwhich ~~least~~may ~~$1.07~~adversely affect ~~billion;~~investor orconfidence ~~(c)~~ in ~~which we~~Syntec ~~are~~Optics ~~deemed~~and, toas be a ~~large accelerated filer~~result, ~~which means~~ the market ~~value~~price of ~~our~~Syntec ~~Class~~Optics A common ~~stock that is held by non-affiliates exceeds $700 million as of the prior June 30; and (2) the date on which we have issued more than $1~~shares.~~0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.~~

~~Additionally,~~As ~~we are~~ a ~~“smaller~~public ~~reporting~~ company”, asSyntec ~~defined~~Optics inrequires ~~Rule~~to ~~10(f)(1)~~comply ofwith ~~Regulation~~the ~~S-K.~~requirements ~~Smaller reporting companies may take advantage~~ of ~~certain~~the ~~reduced~~Sarbanes-Oxley ~~disclosure obligations~~Act, including, among other things, ~~providing~~that Syntec ~~only~~Optics ~~two~~maintain ~~years~~effective ofdisclosure ~~audited~~controls ~~financial~~and ~~statements. We~~procedures ~~will~~and ~~remain~~internal acontrol ~~smaller~~over financial reporting. ~~company~~Syntec ~~until~~Optics ~~the~~is ~~last~~continuing to ~~day~~develop ofand ~~the~~refine ~~fiscal~~its ~~year~~disclosure incontrols ~~which:~~and ~~(1)~~other ~~the~~procedures ~~market~~that ~~value~~are ofdesigned ~~our~~to ~~common~~ensure ~~stock~~that ~~held~~information required to be disclosed by ~~non-affiliates~~Syntec ~~equals~~Optics orin ~~exceeds~~the ~~$250~~reports ~~million~~that asSyntec ofOptics ~~the~~will ~~end~~file ofwith the ~~prior~~SEC ~~June~~is ~~30th;~~recorded, orprocessed, ~~(2)~~summarized ~~our~~and ~~annual~~reported ~~revenues~~within ~~equaled or exceeded~~the ~~$100~~time ~~million~~periods ~~during~~specified ~~such~~in ~~completed~~SEC ~~fiscal~~rules ~~year~~and forms and ~~the~~that ~~market~~information ~~value~~required ofto ~~our~~be ~~common~~disclosed ~~stock~~in ~~held~~reports byunder ~~non-affiliates~~the ~~equals~~Exchange orAct ~~exceeds~~is ~~$700~~accumulated ~~million~~and ascommunicated ofto ~~the~~Syntec ~~prior~~Optics’ ~~June~~management, ~~30th~~including Syntec Optics’ principal executive and financial officers.

Syntec Optics must continue to improve its internal control over financial reporting. Syntec Optics will be required to make a formal assessment of the effectiveness of its internal control over financial reporting and once Syntec Optics ceases to be an emerging growth company, Syntec Optics will be required to include an attestation report on internal control over financial reporting issued by Syntec Optics’ independent registered public accounting firm. To achieve compliance with these requirements within the prescribed time period, Syntec Optics will be engaging in a process to document and evaluate Syntec Optics’ internal control over financial reporting, which is both costly and challenging. In this regard, Syntec Optics will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of Syntec Optics’ internal control over financial reporting, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. There is a risk that Syntec Optics will not be able to conclude, within the prescribed time period or at all, that Syntec Optics’ internal control over financial reporting is effective as required by Section 404 of the Sarbanes- Oxley Act. Moreover, Syntec Optics’ testing, or the subsequent testing by Syntec Optics’ independent registered public accounting firm, may reveal additional deficiencies in Syntec Optics’ internal control over financial reporting that are deemed to be material weaknesses.

Any failure to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, including the identification of one or more material weaknesses, could cause investors to lose confidence in the accuracy and completeness of Syntec Optics’ financial statements and reports, which would likely have an adverse effect on the market price of Syntec Optics’ common shares. In addition, Syntec Optics could be subject to sanctions or investigations by the stock exchange on which Syntec Optics’ common shares is listed, the SEC and other regulatory authorities.

~~The~~Management ~~Offering~~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.

InSOX ~~deciding~~requires, ~~whether~~among toother ~~invest~~things, inthat ~~our~~we ~~securities,~~maintain ~~you~~effective ~~should~~internal ~~take~~controls ~~into~~for ~~account~~financial ~~not~~reporting ~~only~~and ~~the~~disclosure ~~backgrounds~~controls ofand ~~the~~procedures. As ~~members~~a result, we are required to periodically perform an evaluation of our internal controls over financial reporting to allow management ~~team,~~to ~~but~~report ~~also~~on the ~~special~~effectiveness ~~risks~~of wethose ~~face~~controls, as arequired ~~blank~~by ~~check~~Section ~~company~~404 of SOX (“Section 404”). Additionally, and ~~the~~depending on ~~fact~~our ~~that~~filing ~~this~~status, ~~offering~~our isindependent ~~not~~auditors ~~being~~may ~~conducted~~be inrequired ~~compliance with~~to ~~Rule~~perform ~~419~~a ~~promulgated~~similar ~~under~~evaluation and report on the ~~Securities~~effectiveness ~~Act.~~of ~~You~~our internal ~~will~~controls ~~not~~over befinancial ~~entitled~~reporting. These efforts to ~~protections~~comply ~~normally~~with ~~afforded~~Section to404 ~~investors~~and inrelated ~~Rule~~regulations ~~419 blank~~have ~~check~~required, ~~offerings.~~and ~~You~~continue to ~~should~~require, ~~carefully~~the ~~consider~~commitment ~~these~~of significant financial and ~~the~~managerial ~~other~~resources. ~~risks~~Based ~~set~~on ~~forth~~management’s inprocesses ~~the~~and ~~section~~assessment, management has concluded that, as of ~~this~~December ~~prospectus~~31, ~~entitled~~2025, ~~“Risk~~our internal control over financial reporting was not effective as a result of a material ~~Factors~~weakness.”

Securities offered	12,500,000 units, at $10.00 per unit, each unit consisting of:
	●	one share of Class A common stock; and
	●	one-half of a redeemable warrant, with each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share.
Proposed Nasdaq symbols	Units: “OLITU” Class A common stock: “OLIT” Warrants: “OLITW”
Trading commencement and separation of Class A common stock and warrants	The units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd business day following the date of this prospectus unless Imperial Capital informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.
Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K	In no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Units:
Number outstanding before this offering	0
Number outstanding after this offering	12,500,000(1)

This material weakness related to: (i) lack of documentation of formal internal control process and controls, including lack of review of journal entries and segregation of duties, (ii) lack of timely reconciliation controls in the areas of accounts payable, accrued legal expenses, and provision for income taxes, (iii) lack of controls related to identification and disclosure of related party transaction, (iv) lack of controls related to evaluation of non-routine transactions including financial instruments, and (v) lack of the necessary information technology (“IT”) general controls infrastructure in the areas of user access and program change-management due to insufficient documentation and training, and inadequate IT risk assessment process. Additionally, we lack controls around the review of SOC-1 reports and lack of cyber security related controls.

To address these issues, we have designed and are in the process of implementing the following remediation initiatives, which are aligned with the COSO framework:

● Enhance corporate governance through increased oversight by the Audit Committee, including additional reviews of internal control improvements and financial statements prior to publication (Control Environment; Monitoring Activities).

● Design and implement internal control flowcharts to strengthen segregation of duties (Control Activities; Risk Assessment).

● Increase staffing levels and competencies to enable appropriate separation of duties (Control Environment; Control Activities).

● Implement a formal checklist, review process, and controls over all journal entries and modifications to trial balances (Control Activities; Information & Communication).

● Hire additional experienced accounting and reporting professionals to prepare and approve consolidated financial statements and footnote disclosures in accordance with U.S. GAAP (Control Environment; Control Activities).

● Engage outside professional support to assist with SEC reporting requirements and special circumstances to ensure timely and accurate filings (Control Environment; Information & Communication).

● Establish a formal quarterly attestation process for managers and accounting staff to reinforce and monitor the use of control processes and workflows (Monitoring Activities; Information & Communication).

● Implement a formalized system for tracking control measures to reduce complexity and improve management’s review of control effectiveness (Monitoring Activities; Information & Communication).

While the Company has initiated these remediation efforts, not all measures have been fully implemented as of the date of this filing. In addition, while we took steps to remediating the material weaknesses identified above and maintaining the integrity of our internal controls over financial reporting and all other aspects of Section 404, we cannot be certain that additional material weaknesses will not be identified when we test the effectiveness of our control systems in the future or that our remediation efforts will be or remain successful. If additional material weaknesses are identified, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources, costly litigation or a loss of public confidence in our internal controls, which could have an adverse effect on the market price of our stock. Notwithstanding this material weakness, we believe that our financial statements contained in this prospectus fairly present our financial position, results of operations and cash flows for the periods included in this prospectus in all material respects.

Common stock:
Number outstanding before this offering		3,593,750 shares of Class B common stock (2)
Number outstanding after this offering		15,625,000 shares of Class A common stock and Class B common stock(1)(3)
Warrants:
Number outstanding before this offering		0
Number of private placement warrants to be sold in a private placement simultaneously with this offering		6,170,500(1)
Number of warrants to be outstanding after this offering and the private placement		12,420,500(1)(4)

Cautionary Note Regarding Forward-Looking Statements

(1)	Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our initial stockholders of 468,750 founder shares.
(2)	Includes up to 468,750 shares that are subject to forfeiture by our initial stockholders depending on the extent to which the underwriters’ over-allotment option is exercised.
(3)	Comprised of 12,500,000 shares of Class A common stock included in the units to be sold in this offering, and 3,125,000 shares of Class B common stock (or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
(4)	Comprised of 6,250,000 public warrants included in the units to be sold in this offering and 6,170,500 private placement warrants to be sold in the private placement.

This registration statement contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this registration statement, including statements as to the transactions contemplated by the business combination and related agreements, future results of operations and financial position, revenue and other metrics, planned products and services, business strategy and plans, objectives of management for future operations of Syntec Optics, market size, and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward- looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the control of Syntec Optics), which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Syntec Optics and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:

~~Warrant~~1. ~~Terms:~~ability ~~Exercisability~~of ~~Each~~Syntec ~~whole~~Optics ~~warrant~~to issuccessfully ~~exercisable~~increase tomarket ~~purchase~~penetration ~~one~~into ~~share~~its oftarget ~~our~~markets; ~~Class~~2. Athe ~~common~~addressable ~~stock.~~markets Nothat ~~fractional~~Syntec ~~warrants~~Optics ~~will~~intends beto ~~issued~~target ~~upon~~do ~~separation~~not grow as expected; 3. the loss of any key executives; 4. the ~~units~~loss ~~and~~of ~~only~~any ~~whole~~relationships ~~warrants~~with ~~will~~key ~~trade~~suppliers including suppliers abroad; 5. Wethe ~~structured~~loss ~~each~~of ~~unit~~any relationships with key customers; 6. the inability to ~~contain~~protect ~~one-half~~Syntec ofOptics’ ~~one~~patents ~~warrant,~~and ~~with~~other ~~each~~intellectual ~~whole~~property; ~~warrant~~7. ~~exercisable~~the ~~for~~failure ~~one~~to ~~share~~successfully execute manufacturing of ~~Class~~announced Aproducts ~~common~~in ~~stock~~a timely manner or at all, asor ~~compared~~to scale to ~~units~~mass ~~issued~~production; by8. ~~some~~costs ~~other~~related ~~similar~~to ~~blank~~any ~~check~~further ~~companies~~business combination; 9. changes in applicable laws or regulations; 10. the possibility that ~~contain~~Syntec ~~one~~Optics ~~whole~~may ~~warrant~~be ~~exercisable~~adversely ~~for~~affected ~~one~~by ~~share~~other economic, inbusiness ~~order~~and/or tocompetitive ~~reduce~~factors; ~~the~~11. ~~dilutive~~Syntec ~~effect~~Optics’ estimates of ~~the~~its ~~warrants~~growth ~~upon~~and ~~completion~~projected offinancial ~~our~~results ~~initial~~for ~~business~~the ~~combination~~future asand ~~compared~~meeting toor ~~units~~satisfying ~~that~~the ~~each~~underlying ~~contain~~assumptions ~~one~~with ~~warrant~~respect ~~exercisable~~thereto; ~~for~~12. ~~one~~the ~~share~~impact of any pandemic, ~~thus~~including ~~making~~any usmutations or variants thereof and the Russian/Ukrainian, weIsraeli ~~believe~~or Middle East conflict, aand ~~more~~any ~~attractive~~resulting effect on business ~~combination~~and ~~partner~~financial conditions, including but not limited to, any inflationary pressures; 13. inability to complete any investments or borrowings in connection with any organic or inorganic growth; and 14. the potential for ~~target~~events ~~businesses~~or circumstances that result in Syntec Optics’ failure to timely achieve the anticipated benefits of Syntec Optics’ customer arrangements.

Nothing in this registration statement should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Syntec Optics does not give any assurance that Syntec Optics will achieve its expected results. Syntec Optics does not undertake any duty to update these forward-looking statements except as otherwise required by law.

Exercise price		$11.50 per share, subject to adjustment as described herein. In addition, if (A) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (C) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Exercise period		The warrants will become exercisable 30 days after the completion of our initial business combination; provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 business days after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the private placement warrants issued to the underwriters will not be exercisable more than five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $18.6 million ($21.4 million assuming the underwriter exercises its option to purchase additional shares in full) and after deducting underwriting discounts and commissions, assuming no other offering expenses are deducted from such amount.

Syntec intends to use the net proceeds of this offering to acquire or invest in complementary businesses, technologies, products or assets. We may also use a portion of the net proceeds from this offering for working capital, capital expenditures and to optimize our capital structure including potential repayment of indebtedness, which may include that certain subordinated term note with its majority stockholder in in the principal amount of $1,268,732.49, which bears interest at 6.953% per annum, amortizes over 35 monthly payments, matures on October 31, 2028, at which time all remaining principal and accrued interest are due and is expressly subordinated to the Company’s obligations under the Credit Agreement (the “Shareholder Note”).

We intend to use the net proceeds from this offering to support our inorganic growth strategy, including the pursuit of add-on acquisitions, strategic investments, in-licenses, joint ventures and other transactions involving complementary businesses, technologies, products, capabilities or assets that we believe can expand and strengthen our optics and photonics platform.

We may also use a portion of the net proceeds for related integration costs, working capital, capital expenditures, and other general corporate purposes.

Although we continuously evaluate strategic opportunities and may engage in discussions with potential counterparties from time to time, we do not currently have any agreements, commitments or obligations to complete any acquisition, investment or similar transaction.

Our expected use of the net proceeds from this offering represents our current intentions based on our present plans and business conditions. However, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon completion of this offering or the amounts that we will actually spend on the uses set forth above. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Pending the use of the net proceeds from this offering as described above, we intend to invest the net proceeds in a variety of capital preservation instruments, including short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Redemption of warrants	Once the warrants become exercisable, we may redeem the outstanding warrants:
	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
	●	if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
	We will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (A) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (B) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section of this prospectus entitled “Description of Securities — Redeemable Warrants — Public Stockholders’ Warrants” for additional information.

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the growth and development of our business. We have never declared or paid any cash dividends on our common shares. We do not intend to pay cash dividends to our stockholders in the foreseeable future. Investors should not purchase our common shares with the expectation of receiving cash dividends.

Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

Founder shares	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 and as a result owns 3,593,750 shares for an aggregate purchase price of $25,000, or approximately $0.007 per share. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering. As such, our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering. Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering. Up to 468,750 founder shares will be subject to forfeiture by our initial stockholders depending on the extent to which the underwriters’ over-allotment option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering. We will effect a stock dividend or share contribution prior to this offering should the size of the offering change, in order to maintain such ownership percentage.
	The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
	●	the founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein;
	●	the founder shares are subject to certain transfer restrictions, as described in more detail below;
	●	our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed: (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our certificate of incorporation: (A) 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 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame;

CAPITALIZATION

The following table sets forth our cash and capitalization as of December 31, 2025:

	●	on an actual basis; and

	●	on an as adjusted basis to give effect to (i) the issuance and sale of 1,937,984 shares at an assumed offering price of $10.32 per share in this offering, which was the last reported sales price of our common stock on Nasdaq on April 23, 2026, and (ii) the receipt of $18.6 million of net proceeds, after deduction of underwriting discounts and commissions.

This table should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and notes.

	Actual December 31, 2025		As Adjusted
Cash and Cash Equivalents	$	358,867		12,164,999
Debt:
Line of Credit	$	6,763,863		0
Current Maturities of Debt Obligations		93,358		93,358
Current Maturities of Debt Obligations - Related Party		406,495		406,495
Current Maturities of Finance Lease Obligations		354,499		354,499
Long-Term Debt Obligations		860,548		860,548
Long-Term Debt Obligations - Related Party		1,268,732		1,268,732
Long-term finance lease obligations		1,414,611		1,414,611
Total debt		11,162,106		4,398,243
Stockholders’ equity:
Common shares, $0.0001 par value; 36,920,226 shares issued and outstanding		3,692		3,886
Additional paid-in capital		2,677,181		21,246,982
Retained earnings		6,859,982		6,859,982
Total stockholders’ equity		9,540,855		28,110,850
Total capitalization (Sum of total debt and stockholder’s equity)	$	20,702,961		32,509,093

The table and discussion above is based on 36,920,226 shares of our Common stock outstanding as of December 31, 2025, which amount excludes as of such date:

●	26,000,000 Contingent Earnout Shares for Syntec Optics current stockholders;
●	14,107,989 common shares underlying the Public Warrants;
●	6,920,500 common shares underlying the Private Warrants;
●	2,773,971 common shares under the 2023 Plan; and
●	1,000,000 common shares under the 2023 ESPP.

	●	pursuant to the letter agreement, our sponsor, officers, and directors have agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 4,687,501, or approximately 37.5%, (assuming all outstanding shares are voted and the over-allotment option is not exercised) or 781,251, or approximately 6.3% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination; and
	●	the founder shares are entitled to registration rights.
Transfer restrictions on founder shares	Our initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the date of the consummation of our initial business combination; or (ii) the date on which we consummate a liquidation, merger, stock exchange, or other similar transaction that results in all of our stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (except as described herein under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 60 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. We refer to such transfer restrictions throughout this prospectus as the lock-up.

DILUTION

The difference between the public offering price per share of Common shares and the as adjusted net tangible book value per share of our Common shares after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the number of outstanding shares of our Common shares. The number of shares outstanding used in this section reflects shares outstanding as of December 31, 2025. At December 31, 2025, our net tangible book value was $9,540,855, or approximately $0.26 per share of common shares.

After giving effect to the sale of 1,937,984 shares of Common stock we are offering at an assumed offering price of $10.32 per share, the last reported closing price on Nasdaq on April 23, 2026, and the deduction of underwriting discounts and commissions and estimated expenses of this offering, our as adjusted net tangible book value as of December 31, 2025 would have been $28,110,850 or $0.73 per share. This represents an immediate increase in net book value of $0.47 per share to our existing stockholders and an immediate dilution in net tangible book value of $9.59 per share to new investors participating in this offering

The following table illustrates this dilution on a per share basis:

Assumed public offering price per share			$	10.32
Net tangible book value (deficit) per share as of December 31, 2025	$	0.26
Increase in net tangible book value per share attributable to this offering	$	0.47
As adjusted net tangible book value per share immediately after this offering	$	0.73
Dilution per share to new investors in this offering			$	9.59

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering.

Each $1.00 increase in the public offering price of $10.32 per share would increase our as adjusted net tangible book value per share after this offering by $0.04 and dilution per share to new investors purchasing common shares in this offering by $0.05, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses and advisory fees payable by us.

Each $1.00 decrease in the public offering price of $10.32 would decrease as adjusted net tangible book value per share after this offering by $0.05 and dilution per share to new investors purchasing common shares in this offering by $0.06, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses and advisory fees payable by us.

If the underwriter’s option to purchase additional shares from us is exercised in full, the as adjusted net tangible book value per share after this offering would be $0.79 per share, the increase in as adjusted net tangible book value per share to existing stockholders would be $0.53 per share and the dilution to new investors purchasing shares in this offering would be $9.53 per share.

The foregoing tables and calculations (other than the historical net tangible book value calculation) are based on an aggregate of 36,920,226 shares of our common shares outstanding as of December 31, 2025, and excludes the following:

	●	26,000,000 Contingent Earnout Shares for Syntec Optics current stockholders;
	●	14,107,989 common shares underlying the Public Warrants;
	●	6,920,500 common shares underlying the Private Warrants;
	●	2,773,971 common shares under the 2023 Plan; and
	●	1,000,000 common shares under the 2023 ESPP.

Founder shares conversion and anti- dilution rights		The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units issued to our sponsor, its affiliates, or certain of our officers and directors upon conversion of working capital loans made to us). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable, or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to, a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.
Voting rights		Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote.
Private placement warrants		Our sponsor, Imperial Capital and I-Bankers have agreed to purchase an aggregate of 6,170,500 warrants (or 6,920,500 warrants if the underwriters’ over-allotment option is exercised in full), of which Imperial Capital will purchase 500,000 warrants and I-Bankers will purchase 125,000 warrants (575,000 warrants and 143,750 warrants, respectively, if the over-allotment option is exercised in full), at a price of $1.00 per warrant, for an aggregate purchase price of $6,170,500, or $6,920,500 if the underwriters’ over-allotment option is exercised in full. The private placement warrants are identical to the warrants sold in this offering except that the private placement warrants: (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. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $127,500,000 (or $146,625,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants (and the underlying securities) will expire worthless.

BUSINESS

All references in this report to “Syntec Optics,” “Syntec”, the “Company,” “we,” “us,” or “our” mean Syntec Optics Holdings, Inc. and its subsidiaries unless stated otherwise or the context otherwise indicates.

Overview

Syntec Optics believes that photon enabled technologies are more than just a trend. Syntec Optics goal is to deliver impactful solutions for optics and photonics enabled solutions globally. We believe that the innovative design for manufacturing of our optics and photonics enabling products is ideally suited for the demands of modern original equipment manufacturers (“OEMs”) who rely on opto-electronics, light enabled devices, and intelligence that require high-precision and reliability. Ultimately, our vertically integrated advanced manufacturing platform of various, different but complimentary technologies offers our clients, across several end-markets, competitively priced and disruptive light-enabled technologies and sub-systems.

Syntec Optics was formed more than two decades ago from the aggregation of three advanced manufacturing companies (Wordingham Machine Co., Inc., Rochester Tool and Mold, Inc. and Syntec Technologies, Inc.) that were started in the 1980s. In 2000, Syntec Technologies, Inc created the “doing business as” name of Syntec Optics to unify the three companies’ respective offerings under a single trade name. Wordingham Machine Co., Inc, and Rochester Tool and Mold, Inc. became wholly owned subsidiaries of Syntec Technologies, Inc. in 2018 and the three companies legally merged in December 2022 as Syntec Optics, Inc. Syntec Optics has addressed the optical needs of customers in defense, consumer, bio-medical, and communications industries. Over the past 20 years, Syntec has been based in the Greater Rochester, New York area, and steadily growing and developing the unifying platform. Our intellectual property is protected with a portfolio of 4 issued and/or pending patents, with several proprietary trade secrets surrounding our advanced manufacturing techniques. One in five employees has been with Syntec Optics for over a decade.

Syntec Optics is vertically integrated from design and component manufacturing for lens system assembly to imaging module integration for opto-electronic system solutions. Making our own housings, mold tools, molding parts, and nanomachining allows close interaction and recut ability, enabling special techniques to hold tolerances to sub-micron level. Syntec has assembled a world class design-for-manufacturability team, to augment its production team with deep expertise to fully leverage our vertical integration from component making to optics and electronics assembly. Syntec Optics has steadily developed variety of other complementary manufacturing techniques to provide a wide suite of horizontal capabilities including thin films deposition coatings, glass molding, polymer molding, tool- making, mechanicals manufacturing, and nanomachining.

Syntec became a leader in the industry by pioneering polymer-based optics and then subsequently adding glass optics and optics made from other materials including crystals and metals. Polymer-based optics provide numerous advantages compared to incumbent glass-based optics. Polymer-based optics are smaller, lower weight, lower cost, and offer very high-performance optical solutions. For all these reasons, Syntec is able to deliver products to our clients that are lighter, smaller, and suitable for cutting-edge technology products including the newly evolving silicon photonics industry. For defense applications, lighter weight optics are a critical advantage. For example, less weight on helmet equipment can reduce neck trauma for Army soldiers, and less equipment weight is beneficial for Air Force pilots. For bio-medical applications, biocompatible polymer-based optics are considered safer. For satellite communications, the use of lighter weight metal and polymer optics reduces installation costs.

Our designs and assembly processes are developed in-house in the United States. In 2016, Syntec Optics expanded its manufacturing facility to nearly 90,000 square-feet, allowing us to increase our production capacity and offer additional advanced manufacturing processes under one roof, which provide us the ability to increase sales to existing customers and increase penetration of our end-markets. Our facility provides a streamlined, partially autonomous production process for our current customers, which comprises optical assembly, electro-optics assembly, polymer optics molding, glass optics molding, opto-mechanical assembly, nanomachining and thin films coating. Our facility also provides availability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer orders.

Syntec had focused on three key end-markets of defense, bio-medical, and consumer, all with several mission-critical applications with strong tailwinds, then also added communications in 2023. We believe these end- markets to be acyclical based upon the Company having positive aggregate cash flow for the past decade in spite of economic downturns. We believe the consistency of revenues over the past decade from operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, is our basis that these markets are acyclical. We believe our platform is well positioned as the foundation for further organic and inorganic growth with quality earnings and high margin offerings.

According to the SPIE Optics and Photonics most recent Industry Report (2024), optics is currently enabling 15% of the global economy, from smart phone cameras and extended reality devices to low orbit satellite telescopes to keeping our soldiers safe with night vision devices and patients healthy with intelligent light. This 15% figure represents the estimated value of the global optics and photonics products relative to annual global gross domestic product. As the world transitions to further adopt optically and photonically enabled products, we will continue our mission of developing innovative technology to serve these markets with affordable high-performance products globally. We intend to continue to focus on our core competencies of providing innovative technology, expanding our brand portfolio and providing affordable, sustainable and accessible optics and photonics enablers, all while being designed and manufactured in the United States.

Industry Background

For decades, optics and photonics have been enabling end-market products worldwide. Today, Syntec Optics light-enables products with a wide variety of materials from aluminum, crystals, glass, and polymers. Syntec’s ground-breaking work in polymer-based optics starting in 2000 created numerous advantages over the incumbent glass-based optics used in today’s markets:

	●	*Cost* – Possible 50-150x savings over glass

	●	*Lightweight* – Ideal for head mounted applications

	●	*Design flexibilit*y – Greater optical surface options

Transfer restrictions on private placement warrants and underlying securities		The private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable, or salable until 30 days after the completion of our initial business combination (except as described under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”). Following such period, the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants) will be transferable, assignable, or salable, except that the private placement warrants will not trade.
Proceeds to be held in trust account		Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we receive from this offering and the sale of the private placement warrants, $127,500,000 or $10.20 per unit ($146,625,000, or $10.20 per unit, if the underwriters’ over-allotment option is exercised in full) will be deposited into a trust account in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and $1,170,500 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. These proceeds include $4,375,000 (or $5,031,250 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.

	●	*Bio-compatible* – Medical field benefits

	●	*Ease of assembly* – Ability to design in alignment features

	●	*Design in features* – Eliminate mounting hardware

	●	*Performs better than glass* – Functional parameters such as clarity, focus, contrast, brightness

	●	*Superior scratch resistance* – Reduce damage probability

	●	*Upgradability* – Reduced replacement/retrofit field cost

	●	*Repeatability* – Same quality & performance every time

Tailwinds have propelled Syntec’s innovative hybrid optics where outside durable glass elements are unchanged but inside elements of optical assemblies are changed to polymers providing lighter weight advantage. Soldiers want lower weight on helmets that are now overloaded with devices.

Glass is still an important medium, and Syntec Optics added glass optics in 2018, leveraging its expertise in molding technology. Certain glasses can be molded for visible and near IR spectrum. Glass molding has also emerged as a leading technology to address growing needs in mid wave infrared and long wave infrared, especially with growing limitations on availability of Germanium.

Syntec Optics has offered aluminum or other metal precision-machined and nano-machined opto-mechanicals since 2000. Optical components often require thin-films coating. Syntec Optics developed unique coating technologies by 2014 to forward integrate.

In the year 2000, Syntec Optics developed capabilities to assemble its components into sub-systems, integrating optics as well as adding electronics to the optics.

Addressable Markets

Optics and Photonics Industry Report 2024 estimated that in 2023, the manufacturing sector contributed approximately 27% of global gross domestic product (“GDP”) annually, or an estimated $28.3 trillion, and optics and photonics comprise a substantial amount of this market. The optics and photonics market, the value of light-enabled products and services, is estimated to be $16 trillion annually, and represents roughly 15% of the world’s economy. This 15% figure represents the estimated value of the global optics and photonics products relative to annual global gross domestic product. Within this end-market, it is estimated that global annual revenue for photonics-enabled products and services exceeded $2.3 trillion in 2023. Photonics touches most sectors of our economy including consumer electronics (barcode scanners, DVD players, TV remote controls), telecommunications (fiber optics, lasers, switches), health (eye surgery, bio-medical instruments, and imaging), industrial (laser cutting and machining), Defense and Security (night vision, infrared cameras, remote sensing, aiming) and entertainment (holography and cinema projection). We believe accelerating optics and photonics innovation will continue to drive economic growth and increase its share of the global GDP.

The potential use of photonics in varied industries is fueling growth of the optics and photonics market. We believe sectors including telecom, transportation, healthcare, energy, aerospace, security, defense & space exploration, consumer, retail, electronics, food & agriculture, artificial intelligence software, and robotics are in the early stages of a dramatic transformation of scope and scale due to the unprecedented developments in advanced manufacturing of optics and photonics products, sub-systems, components, and materials. Continued mobility, intelligence, automation, sensing, and safety needs will accelerate in years to come, which will create a large market opportunity for such enabling businesses at the forefront of optics and photonics. The global optics and photonics sectors have experienced increasing demand for use of photonics in various applications.

The Optics & Photonics 2024 Industry Report estimated revenue growth for six of the top areas based on CAGR from 2012 to 2023. These areas are listed below, as examples of verticals that we intend to focus on:

	●	*Optical Communications (+11%),* Widespread global adoption of cloud-based services is driving an expansion of telecom infrastructure in developing economies resulting in significant growth of the optical communications and networking markets.

	●	*Sensing, monitoring, and control (+10%),* autonomous systems and the internet-of-things continued to create demand for a wide variety of photonic sensors. Self-driving cars, drones, and other robotics systems utilize a wide range of photonic sensors and imaging systems, some of which are increasingly benefiting from embedded artificial intelligence. Developments in the emerging field of quantum technology should drive major advances in metrology, sensing, communications, and computing, creating what we believe will be a multitude of new opportunities in photonics.

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Revolutionary Advanced Manufacturing Tailwinds

This fourth industrial revolution (“Industry 4.0”), which encompasses the internet-of-things and smart manufacturing, marries physical production and operations with digital technology, machine learning / artificial intelligence and big data to create a more holistic and connected ecosystem for companies that focus on manufacturing and supply chain management. As Industry 4.0 continues to bring changes in manufacturing, technological advancements leading to innovative photonics-enabled products, and photonics are improving manufacturing performance with photonics-enabled technology. We expect Industry 4.0 to transform production by driving faster, more flexible and more efficient processes which will be monetized by companies through the production of higher- quality goods at reduced costs.

Beyond the traditional industrial automation, new transforming products from unmanned aircraft and driverless cars, smart robots in the operating rooms and artificial intelligence of organ and tissue imaging, to augmented and virtual reality, increasingly require optics and photonics imagers, sensors, and detectors. We expect this trend to be especially pronounced in the United States, which has seen automation as a way to be globally competitive in spite of rising wages.

Optics and photonics are an integral aspect of the ongoing advancement of traditional manufacturing and industrial practices. Optics and photonics can reduce cost, size, weight, and power consumption in all spheres of technology that is making us smarter. These include our content, its context, inter-connection for exchange, and various types of content – from imaging to detection and sensing.

Syntec Platform Overview

Our unifying platform is a key differentiator. We believe the unifying platform is an aggregation of horizontal and vertical optics and photonics capabilities that span through the value-chain across materials, spectrum and advanced manufacturing processes. This unifying platform works by providing customers with several manufacturing capabilities in one location that saves time and reduces logistical burdens and costs. In 1999 Syntec brought precision machining capabilities into the Company with the addition of Wordingham Technologies, enabling broader capabilities for integrated optical assemblies. The acquisition of Rochester Tool and Mold provided control over making very precise tools for molded polymer components and molded glass components in hybrid systems. Close collaboration of these acquired entities began in 2000 and then all three acquired companies moved into one building in the city of Rochester by 2016. Investments from the cash flow and the unification was achieved to offer customers vertical and horizontal integrated critical capabilities under one-roof for mission critical sub-system solutions with well demonstrated metrology in both clean room optics and electro-optics assemblies. Thin film coating laboratory and glass molding technique was developed from grounds up organically to further support the optical element performances. Altogether, such a vertically and horizontal integrated company offers a further unification platform for consolidation through further acquisition in a fragmented industry of advanced manufacturers for mission critical application of optics and photonics even beyond bio-medical, defense, and consumer end-markets.

Syntec Optics has built its brand over two decades and is known as a leader to OEMs in optics and photonics sub- systems production. The dome was made from glass-filled polymer that replaced Sapphire for domes that had to not only meet high optical performance expected from windows, but be light weight, less expensive and rapidly scale. Ever since, we have ramped up rapidly many devices ranging from blood analyzers for patients in hospitals to night vison goggles to keep soldiers safe. The brand has been very visible at the pivotal show for optics and photonics solution providers annually in San Francisco’s Photonics West trade show.

Anticipated expenses and funding sources	Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect the trust account to generate approximately $375,000 of interest annually assuming an interest rate of 0.25% per year (assuming no exercise of the underwriters’ over-allotment option); however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from:
	●	the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $830,500 in working capital after the payment of approximately $340,000 in expenses relating to this offering; and
	●	any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination.
Conditions to completing our initial business combination	Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans in connection with our initial business combination.

We currently offer a number of vertically integrated advanced manufacturing processes that deliver to our customers optically enabled products serving mission critical applications.

Syntec’s vertical integration strategy delivers many advantages, including greater economies of scale, lower variable production costs, decreased logistics costs and quality concerns. Advantages of vertical integration specific at Syntec include:

Positive differentiation is created.

●

Vertical integration creates predictability because more information is available to our team internally. There is more access to supply chain and production inputs. By being in more control, from start to finish, Syntec can function with stability and adapt quickly to changes so that the most effective and profitable results can be achieved.

Asset investments can focus on specialization.

●

Instead of seeking vendors and contractors with specific skill sets, vertical integration allows us to invest into internal assets that can specialize in the skill set that is required. This allows us to differentiate ourselves from others within its industry, creating a specific brand message and value proposition that resonates consistently with our customer base.

Transaction costs are lower throughout the supply chain.

●

With a high level of vertical integration, we can reduce the transaction costs that occur throughout our supply chain. This is done by removing cascaded margins imposed when dealing with suppliers and vendors that are not part of our integrated process.

Quality assurance can be built into the system.

●

Vertical integration allows us to put more eyes on the quality of what is being produced. From the initial supply to the final sale, a better Q/A process within our system creates a value proposition that is more reliable. In return, greater customer satisfaction occurs, which builds brand loyalty and return revenues.

WeIt opens anticipate structuring our initial business combination either: (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses; or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new ~~shares in exchange for all of the outstanding capital stock of a target~~markets. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Permitted purchases of public shares and public warrants by our affiliates If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial business combination. See “Proposed Business — Permitted purchases of our securities” for a description of how our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction.

●

Vertical Integration can open new markets to the business. By partnering with or purchasing other vendors, proprietary information, property, or technologies can create local access that may have been otherwise unavailable. When this occurs, more profits can be achieved with a broader base of business to pursue.

Our Competitive Strengths

We believe that we possess the largest share in the markets we operate in, due to our following business strengths, which distinguish us in this competitive landscape and position us to capitalize on the anticipated continued growth in the optics and photonics enabled market:

	○	*Premier Polymer-Based Optics Technology.* Each of our innovative optics features custom designed components to enhance optical clarity and performance in its particular application or setting. Syntec has assembled a world class optical and opto-mechanical design team capable of executing on the most challenging design projects.

	○	*Extensive, Growing Patent Portfolio.* We have developed and filed patent applications on commercially relevant aspects of our business including optical systems and production processes. We own four active issued patents.

	○	*Proven Go-To-Market Strategy.* We have successfully established a direct-to-business platform and have developed strong working relationships with Tier 1 manufacturers and major OEMs, custom designing products for new and existing applications.

	○	*Established Customer Base with Brand Recognition.* We have a growing customer base featuring OEMs, distributors, Tier 1 suppliers across diverse end-markets and mission critical applications in Defense, Consumer and BioMed. The quality of our products has helped drive adoption from additional end-markets in low earth satellite communication with visibility for future growth through further expansion of our existing relationships.

	○	*High Quality Manufacturing Process.* Unlike competitors that outsource their manufacturing processes, our optics are designed, assembled and tested in the United States, ensuring that our manufacturing process is thoroughly tested, and our optics are of the highest quality.

	○	*Drop-In Replacement.* Our optics modules are largely designed to be “drop-in replacements” for traditional glass-based optics, which means that they are designed to fit into existing frames with little or no adjustments. Our target applications are enabling mission critical devices in demanding environments. We offer a full line of compatible components and accessories to simplify the replacement process and provide customer service to ensure a seamless transition to Low SwaP-C optics. Over their lifetime, our optics are significantly cheaper from both an absolute cost and a cost per optic perspective. These lifetime costs, at current costs and capacity, will naturally drop as we continue to take advantage of economies of scale.

Our Growth Strategy

We intend to leverage our competitive strengths, technology leadership and market share position to pursue our growth strategy through the following:

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Expand Product Offerings. In the short-term, our aim is to further diversify our product offerings to give consumers, as well as OEMs and distributors, more options for additional applications. This will be accelerated by the expansion of our production capacity through organic and inorganic growth.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Redemption rights for public stockholders upon completion of our initial business combination We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise. We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.

	○	*Expand End-markets.* Syntec Optics plans to further consolidate the fragmented photonics industry by expanding our portfolio of our existing, U.S.-based, advanced manufacturing processes of making thin-film coated glass, crystal, or polymer components and their housings, which are ultimately assembled into high performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to grow to the new end- markets of communications and sensing. Syntec entered the communications end-market in 2023. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”) funded research and development project for the sensing end-market. The communication end-market is characterized by the use of optics and photonics for data transmittal and reception of information, including, for example, satellite communications and other associated applications. The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other associated applications.

	○	*Commercialize Optics and Photonics Enabling Technology.* We believe optics and photonics enabling technologies offer significant advantages to glass optics and electronics enabled products currently on the market, with the potential to be lighter, smaller, higher-performing and cheaper.

Our core growth strategy also involves inorganic growth with complementary businesses to augment our existing unifying platform. Syntec plans to run a disciplined process to arrive at a targeted list of companies it would like to acquire. Selected companies will have a good management team and ownership that can apply industry findings to build the next great public company that enables light. Such a company shall serve as a platform to add more diverse end-markets, achieve stable earnings growth, and build an R&D pipeline that brings sustainable future growth.

Optics and photonics companies are not clearly categorized in a small number of SIC codes, but Syntec’s long- term relationships with companies led to a list of 100+ SICs where optics and photonics companies live. Quality of earnings, financial reporting, forecasting, controls, and systems technology will also be used in the selection process for the roll-up.

Our Products and Technology

Syntec has built a solid foundation over many decades of developing new processes that produce various geometries and shapes of optical elements used in both visible and IR spectrums. Syntec started with custom polymer optics to find a foothold and then expanded into various materials for the Bio-medical, Defense & Security, and Consumer/Industrial sectors. In 2023 it added communications as an additional end-market. Syntec is at the forefront of innovation in single point diamond turning and has been pushing the frontiers of polymer and other materials for use in a wide variety of optics applications and requiring tight tolerances.

Syntec’s pioneering polymer-based optics provided numerous advantages compared to incumbent products, such as glass-based optics. Polymer-based optics are smaller sized, lower weight, lower in power consumption, and a high cost-effective optical solution. Polymer-based optics use polymers throughout the fabrication process which offers high production volume and fast repeatability. Other advantages of polymers are their high impact resistance; polymers do not split like glass, making this type of optics highly durable and cost effective in applications such as heads-up displays, goggles, and bio-medical disposable optics. Another key advantage we offer customers is fast prototyping. While advanced molding techniques are used for high volume productions and beta samples, we use nanomachining of polymers and other materials for quick alpha samples. We further increased the competitive advantage by providing lower cost by manufacturing with in-house lower cost glass molded glass. Often in cameras or optics sub-systems, glass and polymer elements are combined for a lower cost solution with durability and higher performance.

Thanks to their low density or low weight by volume, polymers are well adapted for making cutting-edge- technology products lighter and smaller. Polymers are between two and half and five times lighter than comparable glass products and are suitable for difficult and sophisticated refractive, reflective, and diffractive substrates with spherical, aspherical, and cylindrical prescriptions, thus reducing the number of optical components needed in a given optical system. Molding is the most repeatable, consistent, and economical way to produce complex-shaped optics in large volume or to integrate them onto a common substrate. Optical-grade polymers exhibit high light transmittance and are comparable to high-grade glasses. The optical-grade polymer market is growing rapidly; new polymers with low birefringence as well as higher and more stable refractive indices are available, offering design flexibility not possible with glass optics on their own.

Customers

Our components are used in a variety of applications ranging from biometric, imaging, illumination, scanning, projection, blood analysis, point of care diagnosis and fingerprint identification. Our components are also used in DNA sequencing, laser cutting, thermal imaging, retinal eye scanning, military applications and blood analysis. By investing in new technology and reliable equipment Syntec Optics provides low-cost precision solutions for challenging optical needs.

We have deep, long-standing relationships with many of our customers. Our customers primarily utilize our products for defense and security, optical diagnosis and imaging and projection lenses and heads-up displays. We work directly with customers to ensure compatibility with existing designs and collaborate on custom design for new applications.

	○	*Defense Optics –* night vision goggles, missile systems and military LED lighting are just a few examples of the mission critical components used by our defense and security customers

	○	*Biophotonics –* blood gas analyzer, bacteria analyzer and HIV detectors are used in medical procedures

	○	*Communication Optics –* low earth orbit satellite transmitters, receivers and high-precision mirrors are used in high-speed data transmission processes

We continue to seek to grow our customer base within our existing segments; however, we also believe that our products are well suited to address the needs in additional segments, including semiconductor, communication, advanced manufacturing, sensing, lighting Solar-PV, and displays and we will seek to expand our market share in these segments in the future.

Facilities

Our corporate headquarters is in an approximately 90,000 square foot facility that we lease in Rochester, New York. The lease for this building was entered into on July 23, 2015 for a 10-year period and has provisions for two extensions of 5 years each. The Company has exercised the first extension (to July 2030), and we have the option to extend for an additional five-year term. We believe we will be able to obtain additional space on commercially reasonable terms.

Manner of conducting redemptions	We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (i) in connection with a stockholder meeting called to approve the initial business combination; or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.
	If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our certificate of incorporation:
	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
	Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

Supplier Relationships

We have a well-established global supply chain that underlies the sourcing of the components of our products, although we source domestically whenever possible. We follow a lean manufacturing process and align our purchases with customer backlog. We prefer to pre-order in advance for the year to ensure adequate supply. For nearly all our components, we ensure that we have alternate suppliers available. As a result of our long-standing relationships with our suppliers, we are able to source materials on favorable terms within reasonable lead-times.

Sales and Marketing

Our proven sales and marketing strategy has allowed us to penetrate our current end-markets efficiently. We use a variety of methods to educate consumers on the benefits of optics and photonics-enabled technologies and why they are a better investment compared to electronically enabled technologies found in our target end-markets today. Through information found on our website and social media platforms that educate consumers on the benefits of optics and photonics-enabled technologies, we assist consumers on how they may benefit from the advanced manufacturing processes and technologies that we offer.

We use a multi-pronged sales and marketing strategy to ensure that the Syntec Optics brand is at the forefront of its respective end-markets. We have established strong relationships, particularly in the defense and bio-medical industries through participation in trade shows and other sponsored industry events, which have allowed us to reach customers to ensure we are aware of evolving customer preferences. We are then able to leverage this customer feedback to collaborate on custom designs for new and existing applications.

We value our customer relationships. Our website and our customer service are key elements to our sales strategy. Our website enables customers to purchase off the shelf optics and provides access to a range of product information, technical benefits, and advanced manufacturing services. We have a team of experts dedicated to supporting our customers’ sales, technical and service needs.

Competition

Syntec is a vertically integrated advanced manufacturer of optics and photonics. At the public company level, competitors may have Syntec’s suite of advanced manufacturing techniques under its corporate umbrella, but not likely under the same roof. This differentiation allows Syntec to successfully serve OEM and Tier 1 suppliers in the Defense, Bio-medical and Consumer/Industrial end-markets.

Advanced manufacturers in the optics and photonics space enable end-products generally through a combination of materials, electromagnetic spectrum or processes. Many of Syntec’s competitors specialize in aspects of these three areas and may not have in-house capabilities across all three areas. For example, some of Syntec’s competitors specialize in precision motion optics, vision specialists, high-resolution spectral cameras, electro-optical aerospace systems and or machine vision systems. Syntec can provide solutions to each of these specialty areas by deploying its highly trained employee base and its patented intellectual property and trade secret processes.

		In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will:
		●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
		●	file proxy materials with the SEC.
		If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers, and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need only 4,687,501, or approximately 37.5%, (assuming all outstanding shares are voted and the over-allotment option is not exercised) or 781,251, or approximately 6.3% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 12,500,000 public shares sold in this offering to be voted in favor of an initial business combination. We intend to give approximately 30 days’ (but not less than 10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorums and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

In certain instances, Syntec may collaborate on design and development of mission critical sub-components in its competitors’ products given its broad advanced manufacturing capabilities. Syntec is excited to bring its unifying value proposition to the public market.

Intellectual Property

The success of our business and our technology leadership is supported by our proprietary optics and photonics enabling advanced manufacturing processes and technologies. We have received patents and filed patent applications in the United States and other jurisdictions to provide protection for our technology. We rely upon a combination of patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties.

As of December 31, 2025 and 2024, we owned three active issued patents. We were granted an additional patent in 2026, and now own four patents as of the date of this filing. The patents and patent applications cover the United States. We periodically review and update our patent portfolio to protect our products and newly developed technologies.

US Patent 9192298B2 “Contact lens for intraocular pressure measurement” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted in November 2015 and expires in April 2034.

US Patent 10052731B2 “Flycutter having forced air cleaning” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted in August 2018 and expires in December 2036.

US Patent 11383414B2 “Parts degating apparatus using laser” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted in July 2022 and expires in August 2040.

US Patent Provisional 63/449,362 “Imaging Apparatus with Thermal Augmentation” is a provisional United States application. The provisional patent application was filed on March 2, 2023.

We periodically review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names and trademarks and service marks in the United States and other jurisdictions.

Government Regulations

We currently operate from a dedicated leased manufacturing facility located in Rochester, New York. We have never owned any facility at which we operated. Operations at our facilities are subject to a variety of environmental, health and safety regulations, including those governing the generation, handling, storage, use, transportation, and disposal of hazardous materials. To conduct our operations, we have to obtain environmental, health and safety permits and registrations and prepare plans. We are subject to inspections and possible citations by federal, state, and local environmental, health, and safety regulators. We have policies in place to assure compliance with our obligations (for example, machine guarding, hot work, hazardous material management and transportation). We train our employees and conduct audits of our operations to assess our fulfillment of these policies.

We are also subject to laws imposing liability for the clean up and release of hazardous substances. Under the law, we can be liable even if we did not cause a release on real property that we lease. We believe we have taken commercially reasonable steps to avoid such liability with respect to our current leased facilities.

On July 4, 2025, the One Big Beautiful Bill Act, commonly referred to as “OBBBA”, was signed into law as Public Law No. 119-21, enacting sweeping reforms to domestic and international taxation. This legislation includes several provisions of significance to domestic manufacturing companies with R&D expenditures:

OBBBA restores full immediate tax deductibility for domestic research and experimental expenses incurred in 2025 and beyond. This reverses the five-year amortization requirement previously mandated under the Tax Cuts and Jobs Act. The law also permits taxpayers to accelerate unamortized domestic R&D expenditures incurred from January 1, 2022, through December 31, 2024, over one or two years, potentially resulting in adjustments to prior-year tax filings.

The law enshrines 100% first-year bonus depreciation for qualified tangible personal property placed into service after January 19, 2025, including qualified production property (QPP) used in manufacturing facilities, potentially offering accelerated write-offs of capital investments.

Under U.S. GAAP, R&D costs incurred are expensed as incurred per ASC 730. The immediate tax expensing afforded by OBBBA may reduce book-tax timing differences, simplify tax accounting, and align taxable income more closely with reported financial results.

Where plausible, the Company plans to take advantage of these changes in 2025 and beyond. Presently, the impact is not significant, given our current loss position.

		We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares.
		Our certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.
Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering, if we hold stockholder vote		Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.

Environmental Matters

We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities, operation of our systems and the disposal of our systems. These laws and regulations govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the clean up of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees.

Export and Trade Matters

We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act, as well as the laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control and export controls administered by the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. In addition, our systems may be subject to export regulations that can involve significant compliance time and may add additional overhead cost to our systems. In recent years the United States government has a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future systems may be subject to these heightened regulations, which could increase our compliance costs.

See “Risk Factors—We must comply with anti-corruption, anti-money-laundering, export-control, and economic-sanctions laws; non-compliance could result in severe penalties.” for additional information about the anti-corruption and anti-money laundering laws that may affect our business.

Legal Proceedings

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

See “Risk Factors—We may become involved in legal proceedings that could result in significant costs and divert management attention.”

Employees and Human Capital Resources

As of December 31, 2025, we have 164 employees. We have adopted our Code of Ethics to support and protect our culture, and we strive to create a workplace culture in line with our values: “Integrity”, “Humility”, “Innovation”, “Discipline”, and “Continuous Improvement” and help our customers “Change the way the world views itself, one optic at a time.” As part of our initiative to retain and develop our talent, we focus on these key areas:

○	*Safety –* Employees are regularly educated on safety around their workspaces, and employees participate in volunteer roles on a safety committee, and in emergency readiness roles. We have a dedicated safety coordinator who tracks and measures our performance and helps us benchmark our safety programs against our peers.

○	*Collaboration –* As we grow, opportunities for cross-functional collaboration may not be as organic as they used to be. We have responded to that challenge by staying mindful and acting intentionally to gather cross-functional input on new initiatives and continuous improvement efforts.

○	*Continuous Improvement –* We apply continuous improvement measure to processes as well as people. We encourage professional development of our employees, through ongoing learning, credentialing, and collaboration with their industry peers.

Attracting and retaining high-quality talent at every level of our business is crucial to our continuing success. We have developed relationships with the University of Rochester to further our recruitment reach. We provide competitive compensation and benefit packages, including performance-based compensation that rewards individual and organizational achievements.

Redemption rights in connection with proposed amendments to our certificate of incorporation Our certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Our certificate of incorporation will provide that we may not issue additional securities that can vote on amendments to our certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to 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 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus); or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.Debt Financing

Credit Agreement with M&T Bank

On November 8, 2023, Syntec Optics Holdings, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with M&T Bank (the “Lender”) to refinance its prior indebtedness. Proceeds from the refinancing were used to repay approximately $6.1 million under a prior revolving credit facility, approximately $1.1 million under a prior term loan, approximately $0.9 million under a prior mortgage loan, and to pay related transaction expenses.

The Credit Agreement provides for:

	●	A revolving credit facility with a commitment currently set at $7.5 million and maturing in November 2026;

	●	Term and equipment loan facilities (which, as described below, were repaid in November 2025).

Borrowings under the revolving facility bear interest at a rate equal to one-month Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 3.00%. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and financial covenants, including a minimum fixed charge coverage ratio and a maximum total leverage ratio.

Covenant Waivers and Amendments

During 2025 and 2024, the Company obtained certain waivers and amendments related to its financial covenants.

As previously disclosed, the Company was not in compliance with certain financial covenants during 2024 and received amendments and waivers from the Lender, including modifications to leverage ratio thresholds and temporary suspension of the fixed charge coverage ratio for a specified period.

As of September 30, 2025, the Company was not in compliance with certain financial covenants under the Credit Agreement. On November 12, 2025, the Company received a written waiver from M&T Bank with respect to those covenant defaults. In connection with the waiver, the Company agreed to:

	●	Repay approximately $1.37 million of outstanding term and equipment indebtedness;

	●	Reduce the revolving credit commitment from $8.0 million to $7.5 million; and

	●	Execute subordination agreements with respect to certain shareholder indebtedness.

No amendment fees were paid to M&T Bank in connection with the November 2025 waiver or the December 2025 amendment; however, the Company paid a prepayment premium of $63,416.04 in connection with the repayment of term and equipment debt.

Effective December 31, 2025, the Company entered into a Second Amendment to the Amended and Restated Credit Agreement and executed a replacement revolving note reflecting the previously agreed reduction of the revolving credit commitment to $7.5 million. The amendment did not modify the maturity date (November 2026) or the existing financial covenant thresholds applicable for 2026.

As of December 31, 2025, the Company was in compliance with the financial covenants under the Restated Credit Agreement.

Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination.” We will use the remaining funds to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination, and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination		Our certificate of incorporation provides that we will have only 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period (or 21-month period), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period (or 21-month period). Our sponsor, officers, and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time period (or 21-month period).

Repayment of Term and Equipment Debt; Shareholder Note

On November 12, 2025, the Company repaid in full two term and equipment notes with M&T Bank in the aggregate amount of $1,368,732.49.

To fund this repayment, the Company entered into a subordinated term note with its majority stockholder in the principal amount of $1,268,732.49 (the “Shareholder Note”). The Shareholder Note:

	●	Was issued by Syntec Optics Holdings, Inc.;

	●	Bears interest at 6.953% per annum;

	●	Amortizes over 35 monthly payments;

	●	Matures on October 31, 2028, at which time all remaining principal and accrued interest are due; and

	●	Is expressly subordinated to the Company’s obligations under the Credit Agreement.

The Company and the majority stockholder entered into a subordination agreement with M&T Bank. The subordination agreement prohibits prepayments of the Shareholder Note and restricts payments to interest only, subject to prior written approval by M&T Bank, which may be granted or withheld in the Lender’s discretion. There are no cross-default provisions between the Shareholder Note and the Credit Agreement.

Outstanding Borrowings and Covenant Status

As of December 31, 2025, the Company had $6,763,863 outstanding under the revolving credit facility.

As of December 31, 2025, the Company was in compliance with all applicable financial covenants under the Credit Agreement.

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.

We file periodic reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information may be obtained, free of charge, by visiting the SEC’s website at www.sec.gov that contains all of the reports, proxy and information statements, and other information that we electronically file or furnish to the SEC. We also maintain a website at www.syntecoptics.com where we make available the proxy statements, press releases, registration statements and reports on Forms 3, 4, 8-K, 10-K and 10-Q that we (and in the case of Section 16 reports, our insiders) file with the SEC. These forms are made available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Press releases are also issued via electronic transmission to provide access to our financial and product news, and we provide notification of and access to voice and internet broadcasts of our quarterly and annual results. Our website also includes investor presentations and corporate governance materials. 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.

	The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
Limited payments to insiders	There will be no finder’s fees, reimbursement, consulting fee, non-cash payments, monies in respect of any payment of a loan, or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers, or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
	●	Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
	●	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
	●	Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability, and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
	Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, or directors, or their affiliates.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Overview

Syntec Optics is vertically integrated from design and component manufacturing for lens system assembly to imaging module integration for system solutions. Making our own tools, molding, and nanomachining allows close interaction and recut ability, enabling special techniques to hold tolerances up to sub-micron level. Syntec has assembled a world class design for manufacturability team to augment its production team with deep expertise to fully leverage our vertical integration from component making to optics and electronics assembly. Syntec has steadily developed variety of other complementary manufacturing techniques to provide a wide suite of horizontal capabilities including thin films deposition coatings, glass molding, polymer molding, tool-making, mechanicals manufacturing, and nanomachining.

Our designs and assembly processes are developed in-house in the United States. In 2016, Syntec Optics expanded its manufacturing facility to nearly 90,000 square feet, allowing us to increase our production capacity and offer additional advanced manufacturing processes under one roof which provide us the ability to increase sales to existing customers and increase penetration of our end-markets. Our facility provides a streamlined, partially autonomous production process for our current customers, which comprises optical assembly, electro-optics assembly, polymer optics molding, glass optics molding, opto-mechanical assembly, nanomachining and thin films coating. Our facility also provides the ability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer orders.

Syntec Optics focuses on four end markets of defense, medical, consumer, and communications all with several mission-critical applications with strong tailwinds.

In the last three years Syntec Optics launched low weight night vision optics and hybrid light-weight magnifiers and thermal clips in the defense end market. Syntec Optics also announced bio-medical mirrors for sensing in the medical end market. Rounding out new product launches, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics.

Key Factors Affecting Our Operating Results

Our financial position and results of operations depend to a significant extent on the following factors:

End Market Consumers

The demand for our products ultimately depends on demand from customers in our current end markets. We generate sales through (1) Tier 1 suppliers and (2) through OEMs.

An increasing proportion of our sales has been and is expected to continue to be derived from sales to defense. bio-medical and industrial/consumer OEMs, driven by continued efforts to develop and expand sales to OEMs with whom we have longstanding relationships. Future OEM sales will be subject to risks and uncertainties, including the number of defense, bio-medical and industrial/consumer products these OEMs manufacture and sell, which in turn may be driven by the expectations these OEMs have around end market demand.

Demand from end markets is impacted by a number of factors, including travel restrictions (global pandemics or geo-political conflicts), fuel costs and energy demands (including an increasing trend towards the use of green energy), as well as overall macro-economic conditions. Sales of our optics and photonics enabled components and sub- components have also benefited from the increased global conflict, the United States dynamic relationships with other world powers that may have a conflicting view with western-style democracy, the movement towards reshoring of advanced manufacturing, bio-medical components and sub-components needed to support physicians in their battle against global pandemics, and the increased global demand for high-fidelity data communications on all corners of the globe.

Audit Committee		We will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section of this prospectus entitled “Management — Committees of the Board of Directors — Audit Committee.”
Indemnity		Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality, or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of: (i) $10.20 per public share; and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Syntec Optics plans to further consolidate and add bolt-on add-on acquisitions for inorganic growth in the fragmented photonics industry by expanding our portfolio of existing U.S.-based advanced manufacturing processes of making thin-film coated glass, crystal, and/or polymer components and their housings, which are ultimately assembled into high performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to grow to the new end markets of communications and sensing. Syntec entered the communications end market in 2023. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”) funded research and development project for the sensing end market. The communication end market is characterized by the use of optics and photonics for data transmittal and reception of information, including, for example, satellite communications and other associated applications. The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other associated applications.

Supply

We currently rely on strategically selected electronics, highly engineered polymers and aluminum manufacturers primarily located in the United States to manufacture our highly specialized optic and photonics enabled components and sub-components, and we intend to continue to rely on these suppliers going forward. Our close working relationships with our Unites States based suppliers, is reflected in our ability to) increase our purchase order volumes

(qualifying us for related volume-based discounts), and ordering and receiving delivery of raw materials in anticipation of required demand, which has helped us moderate supply-related costs associated with inflation and to avoid potential shipment delays. To mitigate against potential adverse production events, we opted to increase our inventory of key raw materials. In connection with these stockpiling activities, we experienced an increase in prepaid inventory compared to prior periods as suppliers required upfront deposits in response to supply chain disruptions.

As a result of the active steps we have taken to manage our inventory levels, we have not been subject to the shortages or price impacts that have been present for manufacturers of optic and photonic enabled components or sub- components.

Product and Customer Mix

Our sales consist of highly specialized optic and photonic enabled components and sub-components. These products are sold to different customer types (e.g., OEMs and Tier 1 manufacturers) and at different prices and involve varying levels of costs. In any particular period, changes in the mix and volume of particular products sold and the prices of those products relative to other products will impact our average selling price and our cost of goods sold. The price of our products may also increase as a result of increases in the cost of components due to inflation, labor and raw materials. Three customers accounted for 48% of revenues for the year ended December 31, 2025. In addition, revenues from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. These customers have a broad product purchase mix across various departments of Syntec Optics. Syntec Optics supplies several mission critical components and sub-components to these customers that are not tied to a single application, customer initiative, or purchase order. We expect sales to increase as we further advance our full-system design expertise and product offerings and customers increasingly demand more sophisticated systems, rather than drop-in replacements. In addition to the impacts attributable to the general sales mix across our products, our results of operations are impacted by the relative margins of products sold. As we continue to introduce new products at varying price points, our overall gross margin may vary from period to period as a result of changes in product and customer mix.

Production Capacity

All of our design, advanced manufacturing and assembly currently takes place at our nearly 90,000 square foot headquarters and manufacturing facility located in Rochester, New York. We currently operate optical, opto- mechanical and electro-optical assembly lines in addition to molding, nanomachining, testing and thin-film production lines. Consistent with our operating history, we plan to continue to automate additional aspects of our advanced manufacturing operations. Our existing facility has the capacity to add additional production lines and construct and operate pilot production lines for new components and sub-components, all designed to maximize the capacity of our manufacturing facility. Although our automation efforts are expected to reduce our costs of goods, we may not fully recognize the anticipated savings when planned and could experience additional costs or disruptions to our production activities.

~~Summary Financial Data~~Competition

~~The~~We ~~following~~compete ~~table~~with ~~summarizes~~traditional ~~the~~glass ~~relevant~~optic ~~financial~~manufacturers ~~data~~and ~~for~~electro-optic manufacturers, who primarily either import their products or components or manufacture products under a private label. As we continue to expand into new markets, develop new products and move towards production of our ~~business~~polymer based and ~~should~~glass-polymer bebased ~~read~~optic ~~with~~hybrids ~~our~~and ~~financial~~photonics ~~statements~~enabled components and sub-components, ~~which~~we ~~are~~will ~~included~~experience competition inwith ~~this~~a ~~prospectus~~wider range of companies. WeThese competitors may have ~~not~~greater ~~had~~resources ~~any~~than ~~significant~~we ~~operations~~do and may be able to ~~date~~devote greater resources to the development of their current and future technologies. Our competitors may be able to source materials and components at lower costs, sowhich ~~only~~may ~~balance~~require ~~sheet~~us ~~data~~to isevaluate ~~presented~~measures to reduce our own costs, lower the price of our products or increase sales volumes in order to maintain our expected levels of profitability.

	June 30, 2021
	Actual			As Adjusted
Balance Sheet Data:
Working capital(1)	$	(74,995	)	$	123,980,500
Total assets(2)	$	124,995		$	128,355,500
Total liabilities(3)	$	99,995		$	4,375,000
Value of common stock subject to possible conversion/tender(4)		-		$	127,500,000
Stockholder’s equity(5)	$	25,000		$	(3,519,500	)

Research and Development

(1)	The “as adjusted” calculation includes $127,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $830,500 of cash held outside the trust account, plus $25,000 of actual stockholders’ equity on June 30, 2021, less $4,375,000 of deferred underwriting commissions.
(2)	The “as adjusted” calculation equals $127,500,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $830,500 in cash held outside the trust account, plus $25,000 of actual stockholders’ equity on June 30, 2021.
(3)	The “as adjusted” calculation equals $4,375,000 of deferred underwriting commissions assuming the over-allotment option is not exercised.
(4)	The “as adjusted” calculation equals the value of shares subject to possible redemption.
(5)	The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of shares of common stock that may be redeemed in connection with our initial business combination ($10.20 per share).

Our research and development are primarily focused on the advanced manufacturing of polymer and glass- polymer based optic and photonics enabled components and sub-components. The next stage in our technical development is to construct our products to optimize performance, lower weight and increase longevity to meet and exceed industry standards for our target end markets. Ongoing testing and optimizing of more complicated systems and sub-systems for our existing end markets will assist us in increasing penetration in our current end markets and expanding into targeted end markets.

~~The~~Components ~~“as adjusted” information gives effect to the issuance~~ of ~~the~~Results ~~units we are offering and the sale~~ of the private placement warrants described in this prospectus, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.Operations

~~The~~Net “as adjusted” total assets amount includes $127,500,000 to be held in the trust account (or $146,625,000 if the over-allotment option is exercised in full) which, except for limited situations described in this prospectus, will be available to us only upon the consummation of a business combination within the time period described in this prospectus. If a business combination is not so consummated, the trust account, less amounts we are permitted to withdraw from interest earned on the funds in the trust account as described in this prospectus, will be distributed solely to our public stockholders (subject to our obligations under Delaware law to provide for claims of creditors).Sales

WeNet ~~will~~sales ~~consummate~~are ~~our~~primarily ~~initial~~generated ~~business~~from ~~combination~~the ~~only~~sale ~~if we have net tangible assets~~ of atour ~~least~~optics ~~$5,000,001~~and ~~either~~photonics ~~immediately~~enabled ~~prior to~~components ~~or upon such consummation~~ and, ~~solely~~sub- ifcomponents weto ~~seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination~~OEMs.

IfCost ~~no initial business combination is completed within 18 months from the closing~~ of ~~this~~Goods offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsor, officers, and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such 18-month time period (or 21-month period).Sold

Cost of goods sold includes the cost of raw materials and other components of our optic and photonic enabled components and sub-components, labor, overhead, utilities, and depreciation and amortization.

Gross Profit

Gross profit, calculated as net sales less cost of goods sold, may vary between periods and is primarily affected by various factors including average selling prices, product costs, product mix, customer mix and production volumes.

Operating Expenses

General and Administrative

General and administrative costs include personnel-related expenses attributable to our executive, finance, human resources, selling and marketing, and information technology organizations, certain facility costs, office-related depreciation, and fees for professional services.

Total Other Income (Expense)

Other income (expense) consists primarily of interest expense and debt issuance costs.

~~RISK~~Results ~~FACTORS~~of Operations

AnComparisons ~~investment~~for ~~in our securities involves a high degree of risk. You should consider carefully all of~~ the ~~risks~~Years ~~described~~Ended ~~below,~~December ~~together with the other information contained in this prospectus~~31, ~~before~~2025 ~~making a decision to invest in our units. If any of the following events occur, our business, financial condition~~ and ~~operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.~~2024

~~RISKS~~The ~~RELATED~~following TOtable ~~THE~~sets ~~CORONAVIRUS~~forth ~~(“COVID-19”)~~our ~~PANDEMIC~~results of operations for the years ended December 31, 2025 and 2024. This data should be read together with our financial statements and related notes included elsewhere in this registration statement, and is qualified in its entirety by reference to such financial statements and related notes.

~~Our~~CONSOLIDATED ~~search~~STATEMENTS ~~for~~OF ~~a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic.~~OPERATIONS

~~The~~FOR ~~significant~~THE ~~outbreak~~YEARS ofENDED ~~COVID-19~~DECEMBER ~~has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide~~31, ~~and~~2025 ~~the~~AND business of any potential target business with which we consummate a business combination could be materially and adversely affected. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, or the target company’s personnel, vendors, and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.2024

RISKS RELATED TO VOTING ON THE INITIAL BUSINESS COMBINATION

	2025			% of Net Sales			2024			% of Net Sales
Net Sales	$	28,083,985			100	%	$	28,449,941			100	%
Cost of Goods Sold		21,554,285			77	%		22,747,615			80	%
Gross Profit		6,529,700			23	%		5,702,326			20	%
General and Administrative Expenses		7,047,300			25	%		8,278,720			29	%
Loss from Operations		(517,600	)		-2	%		(2,576,394	)		-9	%
Other (Expense) Income
Other (Expense) Income		(39,875	)		0	%		346,835			1	%
Interest Expense, Including Amortization of
Debt Issuance Costs		(795,810	)		-3	%		(764,934	)		-3	%
Total Other Expense		(835,685	)		-3	%		(418,099	)		-1	%
Loss Before Benefit From Provision for Income Taxes		(1,353,285	)		-5	%		(2,994,493	)		-11	%
Provision for (Benefit From) Income Taxes		439,942			2	%		(514,832	)		-2	%
Net Loss	$	(1,793,227	)		-6	%	$	(2,479,661	)		-10	%

~~Our~~Net public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.Sales

WeNet ~~may~~sales ~~choose~~decreased ~~not~~by to$0.4 ~~hold~~million, ~~a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law~~ or ~~stock~~1.3% ~~exchange listing requirements or if we decide~~ to ~~hold~~$28.1 amillion ~~stockholder vote~~ for ~~business~~the oryear ~~other~~ended ~~legal~~December ~~reasons.~~31, ~~Except as required by law~~2025, ~~the decision~~ as compared to ~~whether~~$28.5 wemillion ~~will~~for ~~seek stockholder approval of a~~the ~~proposed~~year ~~initial~~ended ~~business~~December ~~combination~~31, or2024. ~~will~~Increases ~~allow stockholders to sell their shares to us~~ in aConsumer ~~tender~~industry ~~offer~~$1.1 ~~will be made by us~~million, ~~solely~~ inDefense ~~our~~industry ~~discretion,~~$0.3 ~~and will be based on a variety of factors~~million, ~~such as the timing of the transaction~~ and ~~whether~~Medical ~~the~~industry ~~terms of the transaction would otherwise require us to seek stockholder approval~~$1.1 ~~Accordingly, we may complete our initial business~~million ~~combination~~were ~~even~~offset ifby ~~holders of~~ a ~~majority of our public shares do not approve of the initial business combination we complete~~$2. ~~Please~~9 ~~see~~million ~~the~~decrease ~~section~~in ~~of this prospectus entitled “Proposed Business — Stockholders May Not Have~~ the ~~Ability~~communications ~~to Approve Our Initial Business Combination” for additional information~~industry.

IfCost ~~we seek stockholder approval~~ of ~~our~~Goods ~~initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.~~Sold

~~Pursuant~~Cost toof ~~the~~goods ~~letter~~sold ~~agreement,~~decreased ~~our~~by ~~sponsor,~~$1.2 ~~officers and directors have agreed to vote their founder shares~~million, ~~as well as any public shares purchased during~~ or ~~after this offering (including in open market and privately negotiated transactions)~~5%, ~~in favor of our initial business combination. As a result, in addition~~ to ~~our initial stockholders’ founder shares, we would need only 4,687,501, or approximately 37~~$21.5~~%, (assuming~~ ~~all~~million ~~outstanding~~for ~~shares are voted and~~ the ~~over-allotment~~year ~~option~~ended isDecember ~~not~~31, ~~exercised) or 781~~2025,~~251,~~ oras ~~approximately~~compared 6to $22.3%7 ~~(assuming only~~million for the ~~minimum~~year ~~number~~ended ofDecember ~~shares representing a quorum are voted and the over-allotment option is not exercised)~~31, of2024. ~~the~~This ~~12,500,000 public~~decrease ~~shares~~was ~~sold~~primarily indue ~~this offering~~ to bereduction ~~voted~~ in ~~favor~~use of ansubcontractors ~~initial business combination~~($0.8 ~~Our~~million), ~~initial~~reduction ~~stockholders will own shares~~in ~~representing~~repairs ~~20%~~and ofmaintenance ~~our outstanding shares of common stock immediately following the completion of this offering~~($0.1 ~~Accordingly~~million), ifmaterials ~~we seek~~decrease ~~stockholder~~($0.5 ~~approval~~million) ofpartially ~~our~~offset ~~initial business combination, the agreement~~ by ~~our~~increases ~~initial stockholders to vote~~ in ~~favor~~utilities of($0.2 ~~our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination~~million).

Gross Profit

Gross profit increased by $0.8 million, or 15%, to $6.5 million for the year ended December 31, 2025, as compared to $5.7 million for the year ended December 31, 2024. This increase was primarily due to a decrease in cost of goods sold, partially offset by a $0.4 million decrease in sales.

General and Administrative Expenses

General and administrative expenses decreased by approximately $1.3 million, or 15%, to $7.0 million for the year ended December 31, 2025, as compared to $8.3 million for the year ended December 31, 2024. This decrease was primarily due to decreases in wages and commissions ($0.6 million), decreases in R&D ($0.4 million), decrease in business insurance ($0.2 million), and other cumulative changes of ($0.1 million).

IfTotal weOther seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors, and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A common stock.Expenses

IfOther weexpenses ~~seek~~increased ~~stockholder~~by ~~approval~~$0.4 ofmillion, ~~our~~to ~~initial~~$0.8 ~~business~~million ~~combination~~for ~~and we do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~year ~~offer~~ended ~~rules,~~December ~~our sponsor~~31, ~~directors~~2025, ~~officers,~~as ~~advisors,~~compared orto ~~their~~other ~~affiliates~~expense ~~may~~of ~~purchase~~$0.4 ~~shares or~~million ~~public~~for ~~warrants~~the oryear aended ~~combination~~December ~~thereof~~31, in2024. ~~privately~~There ~~negotiated~~was ~~transactions~~a orgain infrom the ~~open~~sale ~~market~~of ~~either~~machinery ~~prior~~and toequipment orin ~~following~~2024 ~~the completion~~ of ~~our initial business combination, although they are under no obligation to do so~~$0.3 ~~However~~million, ~~they~~which ~~have~~did ~~no current commitments, plans, or intentions to engage in such transactions and have~~ not ~~formulated any terms or conditions for any such transactions. None of~~ ~~the~~exist ~~funds~~ in ~~the trust account will be used to purchase shares or public warrants in such transactions~~2025.

~~Such~~Income aTax ~~purchase~~Expense ~~may~~(Benefit include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.)

InIncome ~~addition,~~tax ifbenefit ~~such~~decreased ~~purchases~~by ~~are~~$1.0 ~~made~~million, ~~the~~to ~~public~~a ~~“float”~~provision of ~~our~~$0.4 ~~Class~~million Afor ~~common~~the ~~stock~~year orended ~~public~~December ~~warrants~~31, ~~and~~2025, ~~the~~as ~~number~~compared ~~of beneficial~~to ~~holders~~a benefit of ~~our~~$0.5 ~~securities~~million ~~may~~for bethe ~~reduced,~~year ~~possibly~~ended ~~making~~December it31, ~~difficult~~2024, primarily due to ~~obtain~~reduction orof ~~maintain~~valuation. ~~the~~Refer ~~quotation,~~to ~~listing~~Note 9, orIncome ~~trading of~~Taxes, ~~our~~for ~~securities~~a ondetailed calculation aand ~~national~~explanation ~~securities~~for ~~exchange~~the reduction.

~~Our~~Net ~~initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.~~Loss

~~Upon~~Net ~~the~~Loss ~~closing~~decreased ofby ~~this~~$0.7 ~~offering,~~million ~~our~~to ~~initial stockholders will own shares representing approximately 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in this offering)~~$1.8 ~~Accordingly,~~million ~~they~~for ~~may~~the ~~exert~~year aended ~~substantial~~December ~~influence on actions requiring a stockholder vote~~31, ~~potentially in a manner that you do not support~~2025, ~~including~~as ~~amendments~~compared to ~~our certificate of incorporation and approval of major corporate transactions~~$2.5 Ifmillion ~~our~~for ~~initial~~the ~~stockholders~~year ~~purchase~~ended ~~any units in this offering or if our initial stockholders~~December ~~purchase~~31, ~~any~~2024. ~~additional~~This ~~shares~~change ofwas ~~common~~primarily ~~stock~~due into ~~the~~a ~~aftermarket~~decrease or in ~~privately~~sales ~~negotiated~~of ~~transactions, this would increase their control~~$0.4 ~~Factors~~million, ~~that~~a ~~would~~decrease ~~be considered~~ in ~~making~~cost ~~such additional purchases would include consideration~~ of ~~the~~goods ~~current~~sold ~~trading price~~ of ~~our Class A common stock~~$1.2 ~~In addition~~million, ~~our board of directors, whose members were elected by our initial stockholders, is and will be divided into two classes, each of which will generally serve for~~ a ~~term of two years with only one class of directors~~decrease ~~being elected~~ in ~~each~~general ~~year.~~and Weadministrative ~~may~~expenses ~~not hold an annual meeting~~ of ~~stockholders~~$1.2 ~~to elect new directors prior to the completion of our initial business combination~~million, inan ~~which~~increase ~~case all of the current directors will continue~~ in ~~office~~other ~~until~~expenses ~~at least the completion~~ of ~~the initial business combination~~$0.4 ~~If there is an annual meeting~~million, asand a ~~consequence~~decrease ofin ~~our~~benefit ~~“staggered” board of directors,~~from ~~only~~provision ~~a minority of the board of directors will be considered~~ for ~~election~~income ~~and~~taxes ~~our initial stockholders, because~~ of ~~their ownership position, will have considerable influence regarding the outcome~~$1.0 ~~Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination~~million.

Non-GAAP Financial Measures

This registration statement includes a non-GAAP measure that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as earnings before interest and other income, tax and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for non-recurring items and expenses. Adjusted EBITDA is a performance measure that we believe is useful to investors and analysts because it illustrates the underlying financial and business trends relating to our core, recurring results of operations and enhances comparability between periods.

Adjusted EBITDA is not a recognized measure under U.S. GAAP and is not intended to be a substitute for any U.S. GAAP financial measure and as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measure used by other companies. This non-GAAP measure excludes certain items required by U.S. GAAP and should not be considered as an alternative to information reported in accordance with U.S. GAAP.

Adjusted EBITDA

We define adjusted EBITDA, a non-GAAP financial measure, as net earnings (loss) before interest and other expenses, net, income tax expense, depreciation and amortization, as adjusted to exclude non-recurring items. We utilize adjusted EBITDA as an internal performance measure in the management of our operations because we believe the exclusion of these non-cash and non-recurring charges allow for a more relevant comparison of our results of operations to other companies in our industry and is in accordance with the Non-GAAP Financial Measures Compliance & Disclosure Interpretations (Reference Question 102.03).

The Company has identified several non-recurring items included in our non-GAAP adjusted EBITDA financial measure. These items encompass management fees, professional & transaction fees, technology start-up costs, optical molding evaluation expenses, glass molding evaluation expenses, and executive transition expenses. In identifying these non-GAAP items the Company additionally ensured that the expenses were not required to generate revenue, that they were not related in any way to revenues or marketing expenses, and that they excluded items that could be described as up front milestone or process expenses.

The table below presents our adjusted EBITDA, reconciled to net income for the years ended December 31, 2025 and 2024.

~~RISKS~~The ~~RELATED~~table TObelow ~~THE~~presents ~~REDEMPTION~~our OFadjusted ~~SHARES~~EBITDA, reconciled to net income for the periods indicated.

~~Your~~NON-GAAP ~~only~~RECONCILIATION ~~opportunity~~OF to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.EBITDA

AtFOR ~~the~~THE ~~time~~YEARS ofENDED ~~your~~DECEMBER ~~investment in us~~31, ~~you~~2025 ~~will~~AND not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.2024

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.

	2025			2024
Net Loss	$	(1,793,227	)	$	(2,479,661	)
Stock-Based Compensation Expense BOD (1)		300,000			450,000
Depreciation & Amortization		2,613,229			2,765,713
Amortization of Debt Issuance Costs		15,501			9,222
Interest Expenses		756,519			738,010
Taxes		439,942			(514,832	)
Non-Recurring Items

Executive Transition (2)		579,161			379,389
Nonrecurring Banking Fees (3)		63,416
Nonrecurring professional Fees (4)					174,500
Technology Start-up Costs (5)					344,496
Optical Molding Evaluation Expenses (6)					201,908
Glass Molding Evaluation Expenses (6)					130,196
One-time Contract exit costs		21,063
Non-recurring property damage		21,261

Adjusted EBITDA	$	3,016,865		$	2,198,941

WeIn may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the ~~initial~~years ~~business~~ended ~~combination.~~December ~~Furthermore~~31, in no2025 ~~event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of our initial business combination~~ and after payment of the underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of our initial business combination and after payment of the underwriters’ fees and commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.2024:

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

	(1)	Stock-based compensation was issued to independent Board members.
	(2)	A succession plan was required for the transition of the CEO at 2024 year-end.
	(3)	Prepayment fees related to early payment of loans.
	(4)	In 2024, Syntec recorded professional and transaction filing fees, as well as management fees and expenses related to its IPO filing with NASDAQ in November 2023. This includes audit and regulation fees.
	(5)	Unique technology costs relate to digital imaging, as well as delivery of innovative solutions for distribution of new products to customers that we provided in the year ended December 31,2024.
	(6)	Optical and glass molding for special products produced on-demand production for key partners requiring components using ultra-precision glass pressing.

AtLiquidity ~~the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights,~~ and ~~therefore~~Capital ~~will~~Resources need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.Overview

The Company’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility with M&T Bank. The Company uses cash to fund working capital requirements, capital expenditures, and debt service obligations. While we believe our current resources are sufficient to support operations in the near term, our ability to meet our obligations depends on continued improvements in our operating performance and continued compliance with our debt covenants.

As of December 31, 2025, the Company had $6,763,863 outstanding under its $7.5 million revolving credit facility, providing approximately $736,000 of remaining availability, subject to borrowing base and covenant compliance requirements.

The revolving credit facility matures in November 2026.

Covenant Compliance and Amendments

During 2024 and 2025, the Company experienced periods of non-compliance with certain financial covenants under its Credit Agreement. The Company worked constructively with its lender and obtained amendments and waivers, including a written waiver dated November 12, 2025 related to covenant defaults as of September 30, 2025.

In connection with the November 2025 waiver, the Company:

	●	Repaid approximately $1.37 million of term and equipment debt;

	●	Reduced the revolving commitment from $8.0 million to $7.5 million; and

	●	Executed subordination agreements with respect to shareholder indebtedness.

Effective December 31, 2025, the Company entered into a Second Amendment to its Credit Agreement reflecting the reduced commitment. The amendment did not modify the maturity date or covenant thresholds applicable for 2026.

As of December 31, 2025, the Company was in compliance with all financial covenants under its Credit Agreement. Management expects to remain in compliance with the terms of the Credit Agreement for the foreseeable future.

~~The~~Shareholder ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.Financing

IfTo ~~our~~facilitate ~~initial~~repayment ~~business~~of ~~combination~~term ~~agreement~~and ~~requires~~equipment usdebt, tothe ~~use~~Company aentered ~~portion~~into ofa ~~the~~subordinated ~~cash~~term innote ~~the~~with ~~trust~~its ~~account~~majority tostockholder ~~pay~~in the ~~purchase price, or~~ ~~requires~~principal ~~us to have a minimum~~ amount of ~~cash at closing~~$1, ~~the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful~~268, ~~you would not receive your pro rata portion of the trust account until we liquidate the trust account~~732. IfThe ~~you~~note ~~are~~matures inon ~~need~~October ~~of immediate liquidity~~31, ~~you~~2028 ~~could~~and ~~attempt~~is tosubordinated ~~sell your stock in the open market; however, at such time our stock may trade at a discount~~ to the ~~pro~~Company’s ~~rata~~obligations ~~amount~~under ~~per share in the trust account. In either situation, you may suffer~~its aCredit ~~material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market~~Agreement.

IfThe asubordination ~~stockholder~~agreement ~~fails~~restricts toprepayments ~~receive~~and ~~notice~~limits ofinterest ~~our~~payments ~~offer~~without tolender ~~redeem our public shares in connection with our initial business combination~~consent, ~~or fails~~thereby topreserving ~~comply~~liquidity ~~with~~ within the ~~procedures for tendering its shares, such shares may not be redeemed~~Company.

WeCapital will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Business Strategy — Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”Requirements

~~You~~The ~~will~~Company ~~not~~expects ~~have~~that ~~any~~cash ~~rights~~generated ~~or interests in funds~~ from ~~the~~operations ~~trust~~together ~~account,~~with ~~except~~availability under ~~certain~~its ~~limited~~revolving ~~circumstances.~~credit Tofacility ~~liquidate~~will ~~your~~be sufficient ~~investment,~~to ~~therefore~~fund operations, ~~you~~working ~~may~~capital beneeds, ~~forced~~and tocontractual ~~sell~~obligations ~~your~~for ~~public~~at ~~shares~~least orthe ~~warrants,~~next ~~potentially~~twelve ~~at a loss~~months.

~~Our~~Cash ~~public~~Flow ~~stockholders~~— ~~will~~Year beended ~~entitled~~December ~~to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination~~31, ~~and~~2025 then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation 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 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus); and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.2024

SYNTEC OPTICS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

	2025			2024
Net Cash Provided By (Used In) Operating Activities	$	672,635		$	(942,830	)
Net Cash Used in Investing Activities		(644,292	)		(930,866	)
Net Cash (Used In) Provided By Financing Activities		(268,263	)		314,238

Net Decrease in Cash		(239,920	)		(1,559,458	)

Cash - Beginning		598,787			2,158,245

Cash - Ending	$	358,867		$	598,787

Supplemental Cash Flow Disclosures:

Cash Paid for Interest	$	756,519		$	738,010

Cash Paid for Taxes	$	-		$	568,143

Supplemental Disclosures of Non-Cash Investing Activities:

Assets Acquired and Included in Accounts Payable and Accrued Expenses	$	527,219		$	198,584
Issuance of finance lease for acquisition of equipment	$	-		$	2,160,070
De-recognition of PPE and Intangible Asset transaction	$	-		$	560,000

Operating Activities

Net cash provided by operating activities was $0.7 million for the year ended December 31, 2025, as compared to net used in operating activities of $0.9 million for the year ended December 31, 2024.

The primary drivers for the year-over-year change include an improvement in net loss of $0.7 million and additional funds provided of $0.9 million in balance sheet accounts including: accounts payable, accrued expense, and changes in prepaid expenses of $0.8 million, changes in federal tax payable of $0.6 million, changes in deferred income tax of $1.0 million, changes in inventory of $0.3 million, and changes from prior year gain on asset disposal of $0.3 million, partially offset by changes in accounts receivable of $(1.7) million, and other smaller changes of $(0.4) million.

Investing Activities

Net cash used in investing activities was $0.6 million for the year ended December 31, 2025, as compared to $0.9 million for the year ended December 31, 2024. The net cash used in investing activities decreased primarily due to a decrease in capital expenditures of $0.6 million in 2025 compared to 2024, and proceeds from sale of equipment of $0.3 million 2024, with no such sale of equipment talking place in 2025.

IfFinancing we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.Activities

IfNet wecash ~~seek~~used ~~stockholder approval of our initial business combination and we do not conduct redemptions~~ in ~~connection~~financing ~~with~~activities ~~our~~was ~~initial~~$0.3 ~~business combination~~million ~~pursuant~~for to the ~~tender~~year ~~offer~~ended ~~rules,~~December ~~our certificate of incorporation will provide that a public stockholder~~31, ~~together~~2025. ~~with any~~Net ~~affiliate~~cash ofprovided ~~such~~by ~~stockholder~~financing oractivities ~~any other person with whom such stockholder is acting in concert or as a “group” (as~~was defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares$0.”3 ~~However, we~~million ~~would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares)~~ for ~~or against our initial business combination. Your inability to redeem~~ the ~~Excess~~year ~~Shares~~ended ~~will~~December reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally31, ~~you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination~~2024. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

IfThe ~~third~~primary ~~parties~~drivers ~~bring~~for ~~claims~~the ~~against~~year-over-year ~~us,~~change ~~the~~include ~~proceeds~~an ~~held~~increase in ~~the~~borrowings ~~trust~~of ~~account~~debt ~~could~~obligations beof ~~reduced~~$0.2 ~~and~~million, ~~the~~an ~~per-share~~increase ~~redemption~~in ~~amount received~~net borrowings on Line of credit of $0.8 million, offset by ~~stockholders~~an ~~may~~increase bein ~~less~~repayments ~~than~~on debt obligations of $101.203 ~~per~~million, ~~share~~an increase in repayment of finance lease obligations of $0.2 million.

~~Our~~Quantitative placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than certain of our service providers, including, for example, our independent registered public accounting firm), prospective target businesses, and ~~other~~Qualitative ~~entities~~Disclosures ~~with~~about ~~which~~Market we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.Risk

~~Examples~~Our ofprimary ~~possible~~market ~~instances~~risk ~~where~~exposure we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is ~~unable~~interest torate ~~find a service provider willing to execute a waiver~~sensitivity. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of: (i) $10.20 per public share; and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Known Trends and Uncertainties

Our results of operations and financial condition have been, and are expected to continue to be, influenced by a number of trends, uncertainties, and factors, including the following:

Operational Investments and Margin Pressure

We have made, and expect to continue to make, investments in personnel, manufacturing processes, and operational capabilities to improve product quality, delivery performance, and scalability. These investments have contributed to increased labor and overhead costs, which have adversely impacted our gross margins in recent periods. While we expect these investments to support improved operating efficiency and margin performance over time, the timing and extent of such improvements are uncertain.

Demand Variability Across End Markets

We serve customers across multiple end markets, including defense, bio-medical, communications, and consumer applications. Demand within these markets can be variable and influenced by factors such as government spending priorities, customer product cycles, and broader economic conditions. Changes in demand in any of these markets may affect our revenue, production planning, and operating results.

Backlog and Revenue Conversion

We maintain a backlog of customer orders that we expect to convert into revenue over time. However, the timing of revenue recognition from backlog is subject to factors such as customer scheduling, production capacity, supply chain conditions, and order modifications or cancellations. As a result, backlog may not be realized as revenue within expected timeframes or at all.

Liquidity and Capital Resources

Our liquidity has been constrained by operating losses and working capital requirements. We have relied on a combination of cash generated from operations, borrowings under our credit facility, and related-party financing to fund our activities. Our ability to improve liquidity depends on increasing revenue, improving margins, and maintaining compliance with the financial covenants under our debt arrangements. There can be no assurance that we will be able to achieve these objectives.

~~Our~~Debt ~~stockholders~~and ~~may~~Interest beRate ~~held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.~~Exposure

~~Under~~Our ~~the~~variable ~~DGCL,~~rate ~~stockholders~~debt ~~may~~exposes beus ~~held liable for claims by third parties against a corporation~~ to ~~the~~interest ~~extent~~rate of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offeringfluctuations, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which ~~any third-party claims can be brought against the corporation, a 90-day period during which the corporation~~ may ~~reject~~increase ~~any~~our ~~claims~~interest ~~brought,~~expense and anadversely ~~additional~~affect ~~150-day~~our ~~waiting period before any liquidating distributions are made to stockholders,~~financial ~~any~~condition ~~liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,~~ and ~~any~~results ~~liability~~ of ~~the stockholder would be barred after the third anniversary of the dissolution~~operations. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

~~Because~~Manufacturing we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.Concentration

WeOur domanufacturing ~~not~~operations ~~have~~are aprimarily ~~specified~~conducted ~~maximum~~at ~~redemption~~a ~~threshold~~single facility. ~~The~~Any ~~absence~~disruption ofat ~~such~~this afacility, ~~redemption~~whether ~~threshold~~due ~~may~~to ~~make~~equipment itfailure, labor ~~possible~~issues, ~~for~~supply uschain todisruptions, ~~complete an~~or ~~initial~~other ~~business~~factors, ~~combination~~could ~~with~~adversely ~~which~~affect aour ~~substantial~~ability ~~majority~~to ofproduce ~~our~~and ~~stockholders~~deliver doproducts, ~~not~~which ~~agree~~in turn could impact our financial results.

~~Our~~Growth certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of our initial business combination and ~~after~~Capital payment of the underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.Requirements

We expect to continue to invest in manufacturing equipment, tooling, automation, and engineering capabilities to support growth and improve operational efficiency. The level and timing of these investments may vary based on customer demand, available capital, and operating performance. Our ability to fund these investments will depend on our financial condition, operating results, and access to external capital.

Strategic Initiatives and Execution Risk

We are focused on improving operational performance and expanding our presence in key markets. The success of these initiatives depends on our ability to effectively execute on manufacturing improvements, manage costs, and meet customer requirements. There can be no assurance that these initiatives will achieve the intended results within expected timeframes or at all.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in the estimate.

We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Inventory

We periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written down to net realizable value. The reserve estimate for excess and obsolete inventory is dependent on expected future use and requires management judgement.

~~RISKS~~Inventories, ~~RELATED~~which TOconsist ~~PROCESS~~of OFraw ~~IDENTIFYING~~materials, Awork ~~TARGET~~in ~~AND~~process ~~CONSUMMATING~~and ANfinished ~~INITIAL~~goods, ~~BUSINESS~~are ~~COMBINATION~~stated at the lower of cost (weighted average) or net realizable value, net of reserves for obsolete inventory. We continually analyze our slow moving and excess inventories. Based on historical and projected sales volumes and anticipated selling prices, we established reserves. Inventory that is in excess of current and projected use is reduced by an allowance to a level that approximates its estimate of future demand. Products that are determined to be obsolete are written down to net realizable value. As of December 31, 2025, our reserve was approximately $0.6 million compared to $0.5 million as of December 31, 2024.

~~Due~~Income to our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.Taxes

InWe ~~recent~~account ~~years,~~for ~~the~~income ~~number~~taxes ofusing ~~special~~the ~~purpose~~asset ~~acquisition~~and ~~companies~~liability ~~that have been formed has increased substantially~~method. ~~Many~~Under ~~companies~~this ~~have entered~~method, ~~into~~deferred ~~business~~tax ~~combinations~~assets ~~with special purpose acquisition companies,~~ and ~~there~~liabilities are ~~still many special purpose acquisition companies~~recognized ~~seeking targets~~ for ~~their~~the ~~initial~~future ~~business~~tax ~~combination,~~consequences asof ~~well~~temporary asdifferences ~~many~~between ~~additional~~the ~~special~~carrying ~~purpose~~amounts ~~acquisition~~and ~~companies~~tax ~~currently~~bases ~~in registration. As the number~~ of ~~special~~assets ~~purpose~~and ~~acquisition~~liabilities ~~companies~~using ~~increases, there may be more competition to find an attractive target~~enacted ~~for an initial business combination~~rates. ~~This~~The ~~could~~effect ~~increase~~of ~~the~~a ~~costs~~change ~~associated~~in ~~with~~tax ~~completing~~rates ~~our~~on ~~initial~~deferred ~~business~~taxes ~~combination~~is ~~and~~recognized ~~may result~~ in ~~our~~income ~~inability~~in tothe ~~find~~period athat ~~suitable~~includes ~~target~~the ~~for~~enactment ~~our initial business combination~~date.

We ~~also~~recognize expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the ~~types~~financial ofstatement ~~businesses we~~effect ~~intend to acquire. Many~~ of ~~these~~an ~~individuals~~uncertain ~~and~~income ~~entities~~tax ~~are~~position ~~well-established~~when ~~and~~it ~~have~~is extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more ~~industry~~likely ~~knowledge~~ than ~~we do~~not, ~~and~~based ~~our~~on ~~financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with~~ the ~~net proceeds of this offering and the sale of the private placement warrants~~technical merits, ~~our~~that ~~ability to compete with respect to~~ the ~~acquisition~~position ~~of certain target businesses that are sizable~~ will be ~~limited~~sustained byupon ~~our available financial resources~~examination. ~~This~~Recognized ~~inherent~~income ~~competitive limitation~~tax ~~gives~~positions ~~others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because we~~ are ~~obligated to~~measured ~~pay~~at ~~cash for~~ the ~~shares~~largest ofamount ~~Class A common stock which our public stockholders redeem in connection with our initial business combination,~~that ~~target~~is ~~companies~~greater ~~will~~than be50% ~~aware~~likely ~~that this may reduce the resources available~~ to usbe ~~for our initial business combination~~realized. ~~This~~A ~~may~~valuation ~~place us~~allowance atis arecorded ~~competitive~~to ~~disadvantage~~reduce indeferred ~~successfully~~income ~~negotiating~~tax anassets ~~initial business combination. If we are unable~~ to ~~complete~~an ~~our~~amount, ~~initial~~which ~~business~~in ~~combination, our public stockholders may receive only approximately $10.20 per share on~~ the ~~liquidation~~opinion of ~~our~~management ~~trust account~~is ~~and~~more ~~our~~likely ~~warrants will expire worthless. In certain circumstances, our public stockholders may receive less~~ than ~~$10.20 per~~not ~~share upon our liquidation. See “Risk Factors — Risks Related~~ to ~~The Redemption of Shares — If third parties bring claims against us, the proceeds held in the trust account could~~ be ~~reduced and the per-share redemption amount received by stockholders may be less than $10~~realized.~~20 per share” and related risk factors.~~

IfManagement ~~the~~judgment ~~net~~is ~~proceeds~~required ofin ~~this~~determining ~~offering~~our provision for income taxes, our deferred tax assets and ~~the~~liabilities, ~~sale~~and ofany ~~the~~valuation ~~private~~allowance recorded ~~placement~~against ~~warrants~~our ~~not~~deferred ~~being~~tax ~~held~~assets. inWe consider factors such as the ~~trust~~cumulative ~~account~~income ~~are~~or ~~insufficient~~loss in recent years; reversal of deferred totax ~~allow~~liabilities; usprojected tofuture ~~operate~~taxable ~~for~~income atexclusive ~~least~~of temporary differences; the ~~next~~character 18of ~~months~~the ~~(or~~income 21tax ~~months)~~asset, including income tax positions; tax planning strategies and the period over which we ~~may~~expect bethe ~~unable~~deferred tax assets to ~~complete~~be ~~our~~recovered ~~initial~~in ~~business~~the determination ~~combination,~~of inthe ~~which~~valuation ~~case~~allowance. ~~our~~In ~~public~~the ~~stockholders~~event ~~may~~that ~~only~~actual ~~receive~~results ~~$10.20~~differ ~~per~~from ~~share~~these estimates, or ~~less~~we ~~than~~adjust ~~such~~our ~~amount~~estimates in ~~certain~~the ~~circumstances~~future, we ~~and~~may need to adjust our ~~warrants~~valuation ~~will~~allowance, ~~expire~~which ~~worthless~~could materially impact our financial position and results of operations.

~~The~~Recent ~~funds~~Accounting available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 18 months (or 21 months), assuming that our initial business combination is not completed during that time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 18 months (or 21 months); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.20 per share upon our liquidation. See “Risk Factors — Risks Related to The Redemption of Shares — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and related risk factors.Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU is effective for the annual period ended December 31, 2025 and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. On January 1, 2025, the Company adopted the provisions of ASU 2023-09 on a prospective basis, and the required disclosures have been included in this registration statement for the year ended December 31, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements included in this registration statement but did result in additional disclosures in the income tax footnote.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures.

IfIn ~~the~~July ~~net~~2025, ~~proceeds~~the ofFASB ~~this~~issued ~~offering~~ASU ~~and~~2025-05, ~~the~~Financial ~~sale~~Instruments—Credit ofLosses ~~the~~(Topic ~~private~~326). ~~placement~~The ~~warrants~~amendments ~~not~~in ~~being~~this ~~held~~ASU provide that in ~~the~~developing ~~trust~~reasonable ~~account~~and ~~are~~supportable ~~insufficient, it~~forecasts ~~could~~as ~~limit~~part ~~the~~of ~~amount~~estimating ~~available~~expected tocredit ~~fund~~losses, ~~our~~all ~~search~~entities ~~for~~may elect a ~~target~~practical ~~business~~expedient that orassumes ~~businesses~~that ~~and~~current ~~complete~~conditions ~~our~~as ~~initial~~of ~~business~~the ~~combination and~~balance wesheet ~~will~~date ~~depend~~do onnot ~~loans~~change ~~from~~for ~~our~~the ~~sponsor~~remaining orlife ~~management~~of ~~team~~the toasset. ~~fund~~The ~~our~~amendments ~~search~~in this ASU are effective for anall ~~initial~~entities ~~business~~for ~~combination,~~annual toreporting ~~pay~~periods ~~our~~beginning ~~franchise and~~after ~~income~~December ~~taxes~~15, 2025, and tointerim ~~complete~~reporting ~~our~~periods within ~~initial~~those ~~business~~annual ~~combination.~~reporting Ifperiods wewith ~~are~~updates ~~unable~~ to ~~obtain~~be ~~these~~applied ~~loans,~~on wea ~~may~~prospective bebasis. ~~unable~~The toCompany ~~complete~~is currently evaluating the impact ~~our~~of ~~initial~~ASU ~~business~~2025-05 ~~combination~~on its consolidated financial statements.

OfIn ~~the~~December ~~net~~2025, ~~proceeds of this offering and~~ the ~~sale~~FASB ofissued ~~the~~ASU ~~private placement warrants~~2025-11, ~~only~~Interim ~~approximately~~Reporting ~~$830,500~~(Topic ~~will~~270): beNarrow-Scope ~~available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $340~~Improvements,~~000,~~ wewhich ~~may~~clarifies ~~fund such excess with funds not to be held in~~ the ~~trust~~scope ~~account. In such case, the amount~~ of ~~funds~~interim wereporting ~~intend~~and toimproves ~~be held outside~~ the ~~trust~~structure ~~account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result~~ of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $340,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required tointerim ~~seek additional capital, we would need to borrow funds from our sponsor, management team, or other third parties to operate or may be forced to liquidate~~disclosures. ~~None~~The ofASU ~~our~~specifies sponsor, members of our management team, nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the ~~trust~~form ~~account~~and orcontent ~~from funds released to us upon completion~~ of ~~our~~interim ~~initial~~financial ~~business combination. Up to $1~~statements,~~500,000 of such working capital loans may be convertible~~ ~~into~~provides ~~private placement-equivalent warrants at~~ a ~~price~~comprehensive oflist ~~$1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000~~ of ~~notes~~required ~~were~~interim ~~so converted)~~disclosures, ~~at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability,~~ and ~~exercise~~introduces period of the underlying warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we do not believe third parties will be willing to loan such funds and provide a ~~waiver~~disclosure ~~against~~principle ~~any~~requiring ~~and~~entities ~~all rights~~ to ~~seek~~describe ~~access~~material toevents ~~funds~~occurring inafter ~~our~~the ~~trust~~most ~~account.~~recent Ifannual wereporting ~~are unable to obtain these loans, we may be unable to complete our initial business combination~~period. If weThe ~~are~~ASU ~~unable~~does ~~to complete our initial business combination because we do~~ not ~~have~~change ~~sufficient funds available to us, we will be forced to cease operations and liquidate~~ the ~~trust~~fundamental ~~account.~~nature ~~Consequently,~~or ~~our~~extent ~~public stockholders may only receive approximately $10.20 per share on our redemption~~ of ~~our~~current ~~public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders~~interim ~~may~~reporting ~~receive less than $10~~requirements.20 per share on the redemption of their shares. See “Risk Factors — Risks Related to The Redemption of Shares — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and related risk factors.

~~The~~ASU ~~securities~~2025-11 inis ~~which~~effective wefor ~~invest~~public ~~the~~business ~~proceeds~~entities ~~held~~for ininterim ~~the~~periods ~~trust~~within ~~account~~fiscal ~~could~~years ~~bear~~beginning aafter ~~negative~~December ~~rate~~15, ~~of interest~~2027, ~~which~~and ~~could reduce the interest~~for ~~income~~all ~~available~~other ~~for~~entities ~~payment~~after ofDecember ~~taxes~~15, or2028, ~~reduce~~with ~~the~~early ~~value~~adoption ofpermitted. ~~the~~The ~~assets~~Company ~~held~~is incurrently ~~trust~~evaluating ~~such that~~ the ~~per~~impact ~~share~~of ~~redemption~~this ~~amount received~~guidance byon ~~shareholders~~its ~~may~~consolidated befinancial ~~less~~statements ~~than~~and ~~$10~~disclosures.~~20 per share.~~

~~The~~In ~~net~~December ~~proceeds of this offering and certain proceeds from the sale of the private placement warrants~~2025, in the ~~amount~~FASB ofissued ~~$127,500,000, will~~ASU beNo. ~~held in an interest~~2025-~~bearing~~12, ~~trust~~Codification ~~account~~Improvements. The ~~proceeds~~ASU ~~held~~addresses in the trust account may only be invested in U.S. Treasury obligations having a maturity of 180 days or less or in certain money market funds which invest only in direct U.S. Treasury obligations. While shortthirty-~~term U.S.~~three ~~Treasury obligations currently yield a positive rate of interest~~items, ~~they~~representing ~~have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and~~ the ~~Open Market Committee of the Federal Reserve~~changes ~~has~~to ~~not ruled out~~ the ~~possibility~~Codification that it(1) ~~may~~clarify, in(2) ~~the~~correct ~~future~~errors, ~~adopt~~or ~~similar~~(3) ~~policies~~make inminor ~~the United States~~improvements. ~~In the event of very low or negative yields~~Generally, the ~~amount~~amendments ofin ~~interest~~this ofUpdate ~~income (which we~~ are not ~~permitted~~intended to ~~use~~result toin ~~pay~~significant ~~our~~changes ~~taxes~~for ~~and~~most upentities. toThe ~~$100,000~~ASU ofis ~~dissolution~~effective ~~expenses) would~~for beinterim ~~reduced.~~reporting Inperiods ~~the~~within ~~event~~annual ~~that~~reporting periods webeginning ~~are~~after ~~unable~~December ~~to complete our initial business combination~~15, ~~our~~2026. ~~public~~The ~~shareholders~~adoption ~~are~~method ~~entitled to receive their pro-rata share~~ of ~~the~~this ~~proceeds~~ASU ~~held~~may ~~in the trust account~~vary, ~~plus~~on ~~any~~an ~~interest~~issue-by-issue ~~income~~basis. IfEarly ~~the~~adoption ~~balance~~is ~~of the trust account~~permitted. isWe ~~reduced~~are ~~below~~currently ~~$127,500,000~~evaluating asthe aprovisions ~~result~~ of ~~negative~~this ~~interest~~ASU ~~rates,~~and ~~the~~do ~~amount~~not ofexpect ~~funds~~this inASU ~~the~~to ~~trust~~have ~~account~~a ~~available~~material ~~for~~impact ~~distribution to~~on our ~~public~~consolidated ~~shareholders may be reduced below $10~~financial statements.~~20 per share.~~

JOBS Act Accounting Election

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, Syntec Optics can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Syntec Optics has elected to avail itself of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Syntec Optics intends to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley. As a result, Syntec Optics’ financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Syntec Optics will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of Syntec Optics’s initial public offering, (ii) the last day of the fiscal year in which Syntec Optics has total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which Syntec Optics is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Syntec Optics’ common shares held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which Syntec Optics has issued more than $1.0 billion in non- convertible debt securities during the prior three-year period.

~~Subsequent~~Item to7A. ~~the~~Quantitative ~~completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring~~ and ~~impairment or~~Qualitative ~~other~~Disclosures ~~charges~~about ~~that~~Market ~~could have a significant negative effect on our financial condition, results of operations, and our stock price, which could cause you to lose some or all of your investment.~~Risk

~~Even~~On ifJuly ~~we conduct extensive due diligence on a target business with which we combine~~16, ~~we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business~~2024, ~~that~~the itCompany ~~would~~entered beinto ~~possible~~four toseparate ~~uncover~~lease ~~all~~agreements ~~material~~with ~~issues through~~ a ~~customary~~vendor ~~amount~~for ~~of due diligence, or that factors outside of the target business and outside of our control will not later arise. As~~ a ~~result~~total of ~~these~~6 ~~factors,~~pieces we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of ~~this nature could contribute to negative market perceptions about us or our securities~~machinery. In ~~addition, charges of this nature may cause us to violate~~reviewing ~~net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance~~ the ~~initial~~lease ~~business combination. Accordingly~~agreements, ~~any stockholders who choose to remain stockholders following~~ the ~~initial~~Company ~~business~~has ~~combination~~determined ~~could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are successfully able to claim~~ that ~~the~~all ~~reduction~~4 ~~was~~lease ~~due~~agreements ~~to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they~~ are ~~successfully~~finance able to bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omissionleases.

~~Since~~We we are ~~neither~~exposed ~~limited~~ to ~~evaluating~~market arisks ~~target~~from ~~business~~changes in ainterest ~~particular~~rates, ~~industry~~which ~~sector~~could ~~nor~~affect ~~have~~our weoperating ~~selected~~results, ~~any~~financial ~~specific~~position ~~target~~and ~~businesses~~cash flows. ~~with~~We ~~which~~manage ~~to pursue~~ our ~~initial~~exposure ~~business combination, you will be unable~~ to ~~ascertain~~these ~~the~~market ~~merits~~risks orthrough ~~risks~~our ofregular ~~any~~operating ~~particular~~and ~~target~~financing ~~business’s operations~~activities.

~~While we intend to seek to complete~~Interest an initial business combination with an attractive company or business within the advanced manufacturing industry, specifically the photonics or optics sectors, and related sectors, we are not obligated to do so and may also pursue business combination opportunities in other industries, except that we will not, under our certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Since we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development-stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.Rates

Our exposure to market risk associated with changes in interest rates relates primarily to our borrowings under our Senior Credit Facilities. We had approximately $6.8 million of outstanding variable rate debt as of December 31, 2025. A 100 basis point increase in interest rates at December 31, 2025 would increase our annual pre-tax interest expense by approximately $0.068 million.

Item 8. Financial Statements and Supplementary Data

Our consolidated audited financial statements as of and for the years ended December 31, 2025 and 2024, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-2.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Internal Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to the following identified material weaknesses:

	1.	We lack documentation of formal internal control process and controls including lack of review of journal entries and segregation of duties.
	2.	We lack timely reconciliation controls in the areas of accounts payable, accrued legal expenses, and provision for income taxes.

3. We ~~may~~ ~~seek~~lack ~~business~~controls ~~combination~~related ~~opportunities~~to identification and disclosure of related party transactions. 4. We lack controls related to evaluation of non-routine transactions including financial instruments. 5. We lack the necessary information technology (“IT”) general controls infrastructure in ~~industries~~the ~~outside~~areas of ~~our~~user access and program change-management’s ~~area~~due to insufficient documentation and training, and inadequate IT risk assessment process. Additionally, we lack controls around the review of ~~expertise~~SOC-1 reports and lack of cyber security related controls.

~~Although~~Remediation wePlans ~~intend to focus on identifying an operating company or business within the advanced manufacturing industry, specifically the photonics or optics sectors,~~ and related sectors, we will consider an initial business combination outside of our management’s area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.Status

~~Although~~As wedisclosed ~~have~~in ~~identified~~the ~~general~~section ~~criteria~~titled ~~and~~“Evaluation ~~guidelines~~of ~~that~~Internal weControls ~~believe~~and ~~are important in evaluating prospective target businesses~~Procedures,” we ~~may enter~~have ~~into~~identified ~~our~~certain ~~initial~~control ~~business~~deficiencies. To ~~combination~~address ~~with~~these aissues, ~~target~~we ~~that~~have ~~does~~designed ~~not meet such criteria~~ and ~~guidelines,~~are ~~and~~in ~~as a result,~~ the ~~target business~~process ~~with~~of ~~which~~implementing wethe ~~enter~~following ~~into~~remediation ~~our~~initiatives, ~~initial~~which ~~business~~are ~~combination may not have attributes entirely consistent~~ aligned with ~~our~~the ~~general~~COSO ~~criteria and guidelines.~~framework:

~~Although we~~● ~~have~~Enhance ~~identified~~corporate ~~general~~governance ~~criteria~~through ~~and~~increased ~~guidelines~~oversight ~~for~~by ~~evaluating~~the ~~prospective~~Audit ~~target businesses~~Committee, itincluding isadditional ~~possible~~reviews ~~that~~of ainternal ~~target~~control ~~business with~~improvements ~~which~~and wefinancial ~~enter~~statements ~~into~~prior ~~our~~to ~~initial~~publication ~~business~~(Control ~~combination~~Environment; ~~will~~Monitoring ~~not have all of these positive attributes~~Activities). If● weDesign ~~complete~~and ~~our~~implement ~~initial business~~internal ~~combination~~control ~~with~~flowcharts ato ~~target~~strengthen ~~that~~segregation ~~does not meet some or all~~ of ~~these~~duties ~~guidelines,~~(Control ~~such~~Activities; ~~combination~~Risk ~~may~~Assessment). ~~not~~● beIncrease asstaffing ~~successful~~levels asand ~~a combination~~competencies ~~with~~to aenable ~~business~~appropriate ~~that~~separation ~~does meet all~~ of ~~our~~duties ~~general~~(Control ~~criteria~~Environment; ~~and~~Control ~~guidelines~~Activities). In● ~~addition,~~Implement ~~if we announce~~ a ~~prospective~~formal ~~business combination~~checklist, ~~with~~review aprocess, ~~target~~and ~~that~~controls ~~does~~over ~~not~~all ~~meet~~journal ~~our~~entries ~~general criteria~~ and ~~guidelines,~~modifications ato ~~greater~~trial ~~number~~balances of(Control ~~stockholders~~Activities; ~~may~~Information ~~exercise~~& ~~their redemption~~Communication). ~~rights,~~● ~~which~~Hire ~~may~~additional ~~make~~experienced itaccounting ~~difficult~~and ~~for~~reporting usprofessionals to ~~meet~~prepare ~~any~~and ~~closing~~approve ~~condition~~consolidated ~~with~~financial astatements ~~target~~and ~~business~~footnote ~~that~~disclosures ~~requires~~in usaccordance towith ~~have~~U.S. ~~a minimum~~GAAP ~~net~~(Control ~~worth~~Environment; orControl ~~a certain amount of cash~~Activities). In● ~~addition,~~Engage ifoutside ~~stockholder~~professional ~~approval~~support ofto ~~the~~assist ~~transaction~~with isSEC ~~required~~reporting byrequirements ~~law,~~and orspecial wecircumstances ~~decide~~ to ~~obtain~~ensure ~~stockholder~~timely ~~approval~~and ~~for~~accurate ~~business~~filings or(Control ~~other~~Environment; ~~legal~~Information ~~reasons,~~& itCommunication). ~~may~~● beEstablish ~~more~~a ~~difficult~~formal ~~for~~quarterly usattestation toprocess ~~attain~~for ~~stockholder~~managers ~~approval of our initial business combination if the target business does not meet our general criteria~~ and ~~guidelines.~~accounting Ifstaff ~~we are unable~~ to ~~complete our~~reinforce ~~initial~~and ~~business~~monitor ~~combination, our public stockholders may receive only approximately $10.20 per share on~~ the ~~liquidation~~use of ~~our~~ ~~trust~~control ~~account~~processes and ~~our~~workflows ~~warrants~~(Monitoring ~~will~~Activities; ~~expire~~Information ~~worthless.~~& ~~In certain circumstances, our public stockholders may receive less than $10~~Communication).~~20 per~~ ~~share~~● onImplement ~~the~~a ~~redemption~~formalized ofsystem ~~their~~for ~~shares.~~tracking ~~See~~control ~~“Risk~~measures ~~Factors — Risks Related~~ to ~~The~~reduce ~~Redemption~~complexity ~~of Shares — If third parties bring claims against us, the proceeds held in the trust account could be reduced~~ and ~~the~~improve ~~per-share~~management’s ~~redemption~~review ~~amount received~~of bycontrol ~~stockholders~~effectiveness ~~may~~(Monitoring beActivities; ~~less~~Information ~~than~~& ~~$10~~Communication).~~20 per share” and related risk factors.~~

WeWhile ~~may~~the ~~seek~~Company ~~business~~has ~~combination~~initiated ~~opportunities~~these ~~with~~remediation aefforts, ~~financially~~not ~~unstable~~all ~~business~~measures orhave anbeen ~~entity~~fully ~~lacking~~implemented anas ~~established~~of ~~record~~the date of ~~revenue,~~this filing. We will ~~cash~~continue ~~flow~~to enhance our internal control framework, oremploy ~~earnings~~additional procedures, ~~which~~and ~~could~~utilize ~~subject~~appropriate ustools and resources to ~~volatile~~ensure that ~~revenues,~~our ~~cash~~consolidated ~~flows,~~financial orstatements ~~earnings,~~are ~~and/or~~presented ~~difficulty~~fairly, in ~~retaining~~all ~~key~~material ~~personnel~~respects.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

WeThe ~~are~~Company ~~not~~believes ~~required~~these toremediation ~~obtain~~measures anwill ~~opinion~~significantly ~~from~~strengthen anits ~~independent~~internal ~~investment~~control ~~banking~~environment ~~firm or from an independent accounting firm,~~ and ~~consequently, you~~provide ~~may have no assurance from an independent source that~~ the ~~price~~foundation to weremediate ~~are paying for~~ the ~~business~~identified ismaterial ~~fair~~weaknesses toin ~~our~~future ~~company~~reporting ~~from a financial point of view~~periods.

~~Unless~~Management’s weReport complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on ~~the~~Internal ~~judgment~~Control ofover ~~our~~Financial board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.Reporting

~~Resources~~This ~~could~~Report bedoes ~~wasted~~not ininclude ~~researching~~a ~~business~~report ~~combinations~~of ~~that~~management’s ~~are~~assessment ~~not~~regarding ~~completed,~~internal ~~which~~control ~~could~~over ~~materially~~financial ~~adversely~~reporting ~~affect~~or ~~subsequent~~an ~~attempts~~attestation toreport ~~locate~~of ~~and~~the ~~acquire~~Company’s orregistered ~~merge~~public ~~with~~accounting ~~another~~firm ~~business.~~due Ifto wea ~~are~~transition ~~unable~~period toestablished ~~complete~~by ~~our~~rules ~~initial~~of ~~business~~the ~~combination,~~SEC ~~our~~for newly public ~~stockholders may receive only approximately $10~~companies.20 ~~per share~~Additionally, orour ~~less~~auditors ~~than~~will ~~such~~not ~~amount~~be inrequired ~~certain~~to ~~circumstances,~~formally opine on the ~~liquidation~~effectiveness of our internal control over ~~trust~~financial ~~account~~reporting ~~and~~pursuant ~~our~~to ~~warrants~~Section ~~will~~404 ~~expire~~until ~~worthless~~we are no longer an “emerging growth company” as defined in the JOBS Act.

WeChanges anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in aInternal ~~loss~~Control toover usFinancial of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares. See “Risk Factors — Risks Related to The Redemption of Shares — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and related risk factors.Reporting

~~Our~~Other ~~ability~~than tothe ~~successfully~~material ~~effect~~weaknesses ~~our~~and ~~initial~~remediation ~~business~~efforts ~~combination~~mentioned ~~and~~above, tothere bewere ~~successful~~no ~~thereafter~~changes ~~will~~in beour ~~totally~~internal ~~dependent~~controls ~~upon~~over ~~the~~financial ~~efforts~~reporting ofthat ~~our~~occurred ~~key~~during ~~personnel,~~the ~~some~~year ofended ~~whom~~December ~~may~~31, ~~join~~2025 usThe ~~following~~Company ~~our~~paid ~~initial~~no ~~business~~management ~~combination.~~fee ~~The~~that ~~loss~~materially ofaffected, ~~key~~or ~~personnel~~are ~~could negatively~~reasonably ~~impact~~likely ~~the~~to ~~operations~~materially ~~and~~affect, ~~profitability~~our ofinternal ~~our~~control ~~post-combination~~over ~~business~~financial reporting.

~~Our~~Item ~~ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel, particularly Al Kapoor, our Chief Executive Officer, Robert O~~9B. ~~Nelson~~Other II, our Chief Financial Officer and Skylar M. Jacobs, our Chief Operating Officer. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.Information

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Not applicable.

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.MANAGEMENT

~~Pursuant~~Our toBoard ancurrently ~~agreement~~consists ~~to be entered into concurrently with the issuance and sale~~ of ~~the~~three ~~securities~~classes ~~in this offering, our initial stockholders~~ and their permitted transferees can demand that we register the private placement warrants and the shares of Class A common stock issuable upon conversion of the founder shares and exercise of the private placement warrants held by them and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a ~~significant~~total ~~number~~ of ~~securities~~five ~~for trading in the public market may have an adverse effect on the market price of our Class A common stock~~directors. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

WeSyntec ~~may~~Optics ~~issue~~intends ~~additional common stock or preferred stock~~ to ~~complete~~rely ~~our~~on ~~initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon~~ the ~~conversion~~exemption ofavailable ~~the~~to ~~Class B common stock at~~ a ~~ratio~~“controlled ~~greater~~company” ~~than~~for ~~one-to-one at~~ the ~~time~~requirement ofthat ~~our initial business combination as~~ a ~~result~~majority of ~~the anti-dilution provisions~~Syntec ~~contained~~Optics inBoard ~~our~~must ~~certificate~~be ofcomprised ~~incorporation. Any such issuances would dilute the interest~~ of ~~our~~independent ~~stockholders~~directors ~~and~~under ~~likely~~Nasdaq ~~present~~Rule ~~other risks~~5605(b)(1).

~~Our~~The ~~certificate~~following ofincludes ~~incorporation~~a ~~authorizes~~brief ~~the~~biography ~~issuance~~ of upeach ~~to 100,000,000 shares~~ of ~~Class~~our Acurrent ~~common~~directors ~~stock,~~as ~~par value $0.0001 per share, 20,000,000 shares~~ of ~~Class~~the Bdate ~~common stock, par value $0.0001 per share, and 1,000,000 shares~~ of ~~preferred stock, par value $0.0001 per share. Immediately after~~ this ~~offering,~~registration ~~there will be 75~~statement,~~079,500~~ ~~and~~based ~~16,875,000~~on ~~(assuming, in each case, that the underwriters~~information ~~have~~furnished ~~not~~to ~~exercised~~us ~~their~~by ~~over-allotment~~each ~~option) authorized but unissued shares of Class A common stock and Class B common stock~~director, ~~respectively, available~~with ~~for~~each ~~issuance,~~biography ~~which amount takes into account the shares of Class A common stock reserved for issuance upon exercise of outstanding warrants,~~ including ~~the~~information ~~private~~regarding ~~placement~~their ~~warrants~~experiences, ~~but not the issuance of the shares of Class A common stock issuable upon conversion of Class B common stock. Immediately after the consummation of this offering~~qualifications, ~~there~~attributes ~~will be no shares of preferred stock issued~~ and ~~outstanding.~~ Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial business combinationskills. ~~Shares of Class B common stock are also convertible at the option of the holder at any time.~~

WeWally ~~may~~Bishop, ~~issue~~Director. aWally ~~substantial~~Bishop ~~number~~brings ofdecades ~~additional shares~~ of ~~common~~expertise orin ~~preferred~~regulatory ~~stock~~compliance, toindependent ~~complete~~financial ~~our initial business combination or under~~audits, anand ~~employee~~corporate incentive plan after completion of our initial business combination (although our certificate of incorporation will provide that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity)governance. We ~~may~~He ~~also~~began ~~issue~~his ~~shares~~career ofas ~~Class~~an Aaudit ~~common~~manager ~~stock upon conversion of the Class B common stock~~ at aKPMG ~~ratio~~in ~~greater~~1985. ~~than~~He ~~one-to-one~~served ~~at the time of our initial business combination~~ as aChief ~~result~~Administrative ofOfficer ~~the~~at ~~anti-dilution provisions contained in our certificate of incorporation. However,~~Barclays ~~our~~Bank ~~certificate~~(NYSE: ofBSC) ~~incorporation~~from ~~will~~1995 ~~provide, among other things, that prior~~ to ~~our~~1997. ~~initial~~He ~~business~~joined ~~combination,~~Deutsche weBank ~~may not issue additional shares of capital stock that would entitle the holders thereof to~~(NYSE: (iDB) ~~receive~~in ~~funds~~1997 ~~from~~and ~~the~~retired ~~trust~~in ~~account;~~2019 oras ~~(ii)~~Chief ~~vote~~Operating onOfficer ~~any~~of ~~initial~~Deutsche ~~business~~Bank’s ~~combination.~~US ~~These~~Bank ~~provisions~~after ofover ~~our~~two ~~certificate~~decades. ofMr. ~~incorporation,~~Bishop ~~like~~served ~~all~~as ~~provisions~~a ofsenior ~~our~~advisor ~~certificate~~to ~~of incorporation, may be amended with~~ the ~~approval~~SPAC ofThunder ~~our~~Bridge ~~stockholders.~~Capital ~~However,~~Acquisition ~~our executive officers~~II, ~~directors and director nominees have agreed, pursuant~~ towhich amerged ~~written agreement~~ with ~~us,~~Indie ~~that~~Semiconductor ~~they~~in ~~will~~2021 ~~not propose any amendment to our certificate of incorporation~~(NASDAQ: (AINDI). toCurrently, ~~modify~~Mr. ~~the~~Bishop ~~substance or~~serves ~~timing~~on ofthe ~~our~~board ~~obligation to redeem 100%~~ of ~~our~~directors ~~public shares if we do not complete our initial business combination within 18 months from the closing~~ of ~~this~~Webull ~~offering~~ Corporation (orNASDAQ: 21BULL). ~~months~~As ~~from~~Chair ~~the closing~~ of ~~this offering, if we extend~~ the ~~period~~Audit ~~of time to consummate a business combination~~Committee, asMr. ~~described~~Bishop inwill ~~more detail in this prospectus); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we~~ provide ~~our public stockholders with~~ the ~~opportunity~~independent tooversight ~~redeem their shares~~ of ~~common stock upon approval of any such amendment at a per-share price, payable in cash, equal to~~ the ~~aggregate~~independent ~~amount~~auditors. ~~then~~Mr. ~~on deposit~~Bishop inreceived ~~the~~his ~~trust~~BBA ~~account,~~from ~~including~~Baruch ~~interest~~College ~~(which~~and ~~interest~~an ~~shall~~MBA befrom ~~net~~St. ofJohn’s ~~taxes payable), divided by the number of then outstanding public shares~~University.

Experience and Qualifications:

Wally Bishop brings a wealth of experience in regulatory compliance, financial audits, and corporate governance to the Board of Directors. His career spans over three decades, with significant roles at leading financial institutions.

	●	Audit Experience: Bishop’s career began at KPMG, where he honed his skills as an audit manager. This experience has provided him with a deep understanding of financial reporting standards and best practices.
	●	Senior Leadership Roles: He has held senior leadership positions at major banks, including Chief Administrative Officer at Barclays Bank and Chief Operating Officer at Deutsche Bank US Bank. These roles have equipped him with valuable insights into the complexities of operating large-scale financial institutions.
	●	Board Experience: Bishop’s involvement with Thunder Bridge Capital Acquisition II demonstrates his experience advising on mergers and add-on acquisitions and his ability to contribute to a company’s strategic direction.

Skills and Attributes:

	●	Regulatory Expertise: Bishop’s extensive experience in the financial industry has given him a deep understanding of regulatory compliance requirements. His expertise will be invaluable in ensuring the Company complies with all relevant regulations.
	●	Financial Acumen: His background in auditing and financial management positions him well to oversee the Company’s financial performance and ensure the accuracy of its financial reporting.
	●	Corporate Governance: Bishop’s experience in senior leadership roles has provided him with a strong understanding of corporate governance principles. He will be able to contribute to the development and implementation of effective governance practices.
	●	Independent Oversight: As Chair of the Audit Committee, Bishop will provide the independent oversight of independent auditors, ensuring the integrity of the Company’s financial reporting.

Conclusion:

Wally Bishop’s extensive experience, combined with his strong skills in regulatory compliance, financial oversight, and corporate governance, makes him a valuable member to the Board of Directors for this offering. His expertise will be instrumental in guiding the Company’s strategic direction and ensuring its continued success.

~~The~~Albert ~~issuance~~A. Manzone, Director. Albert A. Manzone brings decades of ~~additional~~expertise ~~shares~~in strategic vision, operational excellence, M&A, talent development, and compensation planning. Mr. Manzone was at McKinsey and Company from 1993-1997, followed by PepsiCo (NASDAQ: PEP) for over a decade, working on many critical initiatives in the global operations including the acquisition and post close operations integration of ~~common~~Tropicana, orQuaker, ~~preferred~~and ~~stock~~Tropicana. Mr. Manzone has held numerous executive leadership roles including President PepsiCo Shelf Stable Juices North America, President, Europe at Oettinger Davidoff AG; President Consumer Health, Southeast Europe, at Novartis (NYSE: NVS); President, Europe at Wm. Wrigley Jr. Company; and CEO of Whole Earth Brands (NASDAQ: FREE) leading a successful turnaround, doubling the company size and successfully taking it public through a NASDAQ listing. Mr. Manzone serves as Director and Member of the Audit Committee on the Perrigo (NYSE: PRGO) Board; Past- President of the Board of the Northwestern Alumni Association; and Director of the Price Albert II of Monaco Foundation for the Environment. He holds a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University, and a graduate degree in international business from the Sorbonne University.

● may significantly dilute the equity interest of investors in this offering; ● may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; ● could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, Experience and ~~could result in the resignation or removal of our present officers and directors; and ● may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.~~Qualifications:

IfAlbert weA. ~~effect~~Manzone ~~our~~brings ~~initial~~a ~~business~~wealth ~~combination~~of ~~with~~experience ain ~~company~~strategic ~~with~~vision, ~~operations~~operational orexcellence, ~~opportunities~~mergers ~~outside~~and ofadd-on ~~the~~acquisitions, ~~United~~talent ~~States~~development, and wecompensation ~~would~~planning ~~be subject~~ to athe ~~variety~~Board of ~~additional~~Directors. ~~risks~~His ~~that~~career ~~may~~spans ~~negatively~~over ~~impact~~two ~~our~~decades, ~~operations~~with significant roles at leading global companies.

~~If we~~● ~~effect~~Strategic ~~our~~Consulting: ~~initial~~His ~~business~~early ~~combination~~career at McKinsey & Company provided him with a ~~company~~strong ~~with~~foundation in strategic consulting and problem-solving. ● Global Operations: At PepsiCo, Manzone gained extensive experience in global operations, oroverseeing ~~opportunities~~critical ~~outside~~initiatives such as add-on acquisitions and post-merger integrations. ● Executive Leadership: He has held numerous executive leadership roles, including President of ~~the~~PepsiCo ~~United~~Shelf ~~States~~Stable Beverages North America, wePresident ~~would~~of ~~be subject~~Europe toat ~~any~~Oettinger ~~special~~Davidoff ~~considerations~~AG, orNovartis, ~~risks~~and ~~associated~~Wm. Wrigley Jr. Company. This experience has equipped him with ~~companies~~a ~~operating~~deep inunderstanding anof ~~international~~business ~~setting~~strategy, ~~including~~operational ~~any~~efficiency, and leadership development. ● Turnaround Expertise: As CEO of Whole Earth Brands, Manzone successfully led a turnaround, doubled the ~~following:~~ size of the company and took it public through a NASDAQ listing, demonstrating his ability to drive growth and profitability.

~~● higher costs~~ Skills and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; ● rules and regulations regarding currency redemption; ● complex corporate withholding taxes on individuals; ● laws governing the manner in which future business combinations may be effected; ● tariffs and trade barriers; ● regulations related to customs and import/export matters; ● longer payment cycles and challenges in collecting accounts receivable; ● tax issues, such as tax law changes and variations in tax laws as compared to the United States; ● currency fluctuations and exchange controls; ● rates of inflation; ● cultural and language differences; ● employment regulations; ● crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; ● deterioration of political relations with the United States; and ● government appropriations of assets.Attributes:

	●	Strategic Vision: Manzone’s experience in strategic consulting and executive leadership positions has given him a keen ability to develop and implement effective strategies.
	●	Operational Excellence: His track record in global operations and turnaround management demonstrates his commitment to operational efficiency and continuous improvement.
	●	M&A Expertise: Manzone’s involvement in numerous mergers and add-on acquisitions positions him well to contribute to the Company’s growth and strategic direction.
	●	Talent Development: His experience in leadership roles at large organizations highlights his ability to develop and mentor talent, fostering a high-performing culture.
	●	Compensation Planning: Manzone’s expertise in compensation planning will be valuable in ensuring that the Company’s compensation programs are competitive and aligned with its strategic objectives.

Conclusion:

Albert A. Manzone’s extensive experience in strategic vision, operational excellence, M&A, talent development, and compensation planning make him a valuable member to the Board of Directors for this offering. His deep understanding of the global business landscape, combined with his proven leadership skills, will be instrumental in guiding the Company’s future success.

Brent D. Rosenthal, Director. Brent D. Rosenthal is the founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities. Currently, Mr. Rosenthal serves as Chairman of the board of directors of Pitney Bowes Inc. (NYSE: PBI) and lead independent director for Puerto Rico closed-end mutual funds that share a common investment advisor, as well as a member of the board of directors at Horizon Kinetics Corporation (OTC: HKHC) and Syntec Optics Holdings, Inc. (NASDAQ: OPTX). Previously, he has served as a director of Comscore, Inc. (NASDAQ: SCOR), Rentrak Corporation (NASDAQ: RENT), FLYHT Aerospace Solutions Ltd (OTCQX: FLYLF), RiceBran Technologies (OTCPK: RIBT), and SITO Mobile (NASDAQ: SITO) as well as Advisor to the board of Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak Inc. Earlier in his career, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management, an employee-owned investment manager, where he worked from 2002 to 2016, during which time he was an Advisor to the boards of directors of Virgin Media (NASDAQ: VMED) and Time Warner Cable (NYSE: TWC). Earlier in his career, Mr. Rosenthal was director of mergers and add-on acquisitions for RSL Communications Ltd. and served as a Deloitte & Touche LLP advisor to emerging media companies. Mr. Rosenthal earned his B.S. from Lehigh University and M.B.A. from the S.C. Johnson Graduate School of Management at Cornell University and is also an inactive Certified Public Accountant.

Financial Expertise:

	●	Deep understanding of capital markets: His experience in public and private equity and debt markets, including bank debt, sub-debt, and venture capital, provides him with a comprehensive understanding of capital structure and financing strategies.
	●	Proven track record in M&A: His involvement in M&A transactions in the communications sector demonstrates his ability to assess strategic opportunities and execute complex deals.
	●	Financial analysis and operational improvement: His role as a consultant for Virgin Media and Time Warner Cable showcases his expertise in financial analysis, identifying operational inefficiencies, and recommending improvements.

Industry Experience:

	●	Deep knowledge of the communications sector: His career has been primarily in the communications industry, giving him a strong understanding of market dynamics, technological trends, and the competitive landscape.
	●	Experience with optics and photonics: His recent focus on small and micro-cap equities in the communications sector, particularly those leveraging optics and photonics, aligns directly with Syntec Optics’ business.

Board Experience:

	●	Proven board leadership: His tenure as a board member and non-executive chairman of Rentrak demonstrates his ability to provide strategic guidance and oversight.
	●	Understanding of board responsibilities: His experience serving on various boards gives him a strong understanding of corporate governance, fiduciary duties, and risk management.

Additional Attributes:

	●	Strong analytical skills: His background in auditing and financial analysis suggests he can evaluate complex financial information and make informed decisions.
	●	Strategic thinking: His experience in M&A and operational improvement indicates a strategic mindset, allowing him to identify growth opportunities and develop effective strategies.
	●	Effective communication: His ability to communicate complex financial and operational concepts to diverse audiences, including investors, management, and board members, is essential for effective board participation.

In conclusion, Brent Rosenthal’s combination of financial expertise, industry knowledge, board experience, and strong analytical and strategic skills makes him well qualified to serve on Syntec Optics’ board for this offering. His contributions can help guide the Company’s strategic direction, financial performance, and overall success.

WeDean ~~may~~Rudy, ~~not~~Chief beFinancial ~~able~~Officer and Director. Dean Rudy brings over 30 years of experience, with a unique combination of financial and operational leadership skills cultivated in small, medium, and Fortune 100-sized businesses, and a common thread of partnering with management teams to ~~adequately~~achieve ~~address~~profitable ~~these~~company ~~additional~~growth. ~~risks~~Dean started his career and worked for 17 years at Xerox Corporation, where he held many roles within their manufacturing organization. IfHe wealso ~~were~~served ~~unable~~as tothe doworldwide socontroller for their Small Office / Home Office division and the general manager of their Personal Copier Unit. More recently, ~~our~~Dean ~~operations~~has ~~might~~led ~~suffer~~the finance and accounting at medium-sized businesses across a broad array of industries, ~~which~~including ~~may~~printing ~~adversely~~and publishing, metal recycling, and retail. His last ~~impact~~assignment ~~our~~was ~~results~~as CFO for Auction Direct USA, a multi-state used-car superstore. Mr. Rudy’s experience includes enabling the division at Xerox to grow from under $50M to $500M and improving the management of ~~operations~~accounting, reporting, and ~~financial~~strategy ~~condition~~during rapid growth. At other manufacturing organizations, after Xerox, he implemented enterprise systems that seamlessly combined all material flows, purchases, sales, and accounting while enabling reporting capabilities to drive pricing and competitive strategies. He drove streamlining systems for customer processes, KPIs, forecasting, IT infrastructure, and new product expansions. Dean has an MBA in finance and accounting from the Olin Business School at Washington University in St. Louis and a BA in economics from St. Olaf College in Northfield, MN.

WeDean ~~may~~Rudy’s ~~issue~~extensive ~~notes~~experience orin ~~other~~both ~~debt~~operational ~~securities,~~and orfinancial ~~otherwise~~roles, ~~incur~~particularly ~~substantial~~in ~~debt,~~manufacturing toand ~~complete~~growth- anoriented ~~initial~~companies, makes ~~business~~him ~~combination,~~a ~~which~~strong ~~may adversely~~candidate ~~affect~~for ~~our~~a ~~leverage~~board ~~and~~position. ~~financial~~His ~~condition~~skill ~~and~~set ~~thus~~aligns ~~negatively~~well ~~impact~~with the ~~value~~needs of ~~our~~a ~~stockholders’~~company ~~investment~~seeking instrategic usguidance and financial acumen.

~~Although~~Operational we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, includingExpertise:

● ~~default~~Manufacturing and ~~foreclosure~~Operations onLeadership: ~~our~~His ~~assets~~17-year iftenure ~~our~~at ~~operating~~Xerox, ~~revenues~~where ~~after~~he anheld ~~initial~~various ~~business~~roles ~~combination~~within ~~are insufficient to repay our debt obligations; ● acceleration of our obligations to repay~~ the ~~indebtedness~~manufacturing ~~even~~organization, ifincluding wegeneral ~~make~~management, ~~all~~demonstrates ~~principal~~his ~~and~~deep ~~interest~~understanding ~~payments when due if we breach certain covenants that require the maintenance~~ of ~~certain~~operations ~~financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal~~ and ~~accrued~~supply ~~interest,~~chain ifmanagement. ~~any, if the debt security is payable on demand;~~ ● ~~our~~Process ~~inability~~Improvement to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ● our inability to pay dividends on our common stock; ● using a substantial portion of our cash flow to pay principal and ~~interest~~Efficiency: onHis ~~our~~experience ~~debt,~~in ~~which~~implementing ~~will~~enterprise ~~reduce the funds available for dividends on our common stock if declared~~systems, ~~our~~streamlining ~~ability to pay expenses~~processes, ~~make capital expenditures~~ and ~~acquisitions,~~improving ~~and~~KPIs ~~fund~~indicates ~~other~~a ~~general~~focus ~~corporate purposes; ● limitations~~ on ~~our~~operational ~~flexibility~~efficiency ~~in planning for~~ and ~~reacting~~cost toreduction. ~~changes~~● inGrowth ~~our~~Strategy ~~business~~ and inExecution: ~~the~~His ~~industry~~success in ~~which~~scaling wea ~~operate;~~Xerox ●division ~~increased~~from ~~vulnerability~~$50M to ~~adverse~~$500M ~~changes~~highlights inhis ~~general economic, industry and competitive conditions and adverse changes in government regulation; ● limitations on our~~ ability to ~~borrow~~drive ~~additional~~growth ~~amounts for expenses, capital expenditures, acquisitions, debt service requirements,~~ and ~~execution~~execute ofstrategic ~~our strategy; and ● other disadvantages compared to our competitors who have less debt~~initiatives.

WeFinancial may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.Acumen:

~~Of the~~● ~~net~~Financial ~~proceeds~~Leadership: ~~from~~His ~~this~~roles ~~offering~~as a controller and ~~the~~CFO ~~sale~~at ofvarious ~~the~~companies ~~private~~demonstrate ~~placement~~his ~~warrants,~~expertise ~~$127,500,000~~in ~~(or~~financial ~~$146~~planning,~~625~~ analysis,~~000~~ ifand ~~the underwriters’~~reporting. ~~over-allotment~~● ~~option~~M&A isExperience: ~~exercised~~While not explicitly mentioned, his experience in ~~full)~~a ~~will~~rapidly begrowing ~~available~~company tolike ~~complete~~Auction ~~our~~Direct ~~initial~~USA ~~business~~suggests ~~combination~~potential ~~and~~exposure ~~pay related~~to ~~fees~~M&A activities and ~~expenses~~strategic ~~(which~~transactions. ~~includes~~● upRisk toManagement ~~$4,375,000,~~and orCompliance: upHis torole ~~$5,031,250~~as ifCFO ~~the~~would ~~over-allotment~~have ~~option~~required ishim ~~exercised in~~to ~~full~~oversee risk management, ~~for~~compliance, ~~the~~and ~~payment~~internal ofcontrols, ~~deferred~~making ~~underwriting~~him ~~commissions)~~well-versed in these areas.

Strategic Thinking and Problem-Solving:

	●	Strategic Vision: His ability to identify growth opportunities and develop effective strategies is evident from his track record of scaling businesses.
	●	Problem-Solving Skills: His experience in navigating complex operational and financial challenges demonstrates his ability to think critically and find innovative solutions.

Additional Attributes:

	●	Strong Work Ethic and Dedication: His long tenure at Xerox and his consistent career progression indicate a strong work ethic and commitment to excellence.
	●	Leadership and Teamwork: His experience in managing teams and collaborating with cross-functional groups suggests strong leadership and interpersonal skills.

In conclusion, Dean Rudy’s blend of operational and financial expertise, coupled with his strategic thinking and leadership skills, makes him a valuable asset to a company’s board for this offering. His experience in driving growth, improving efficiency, and managing complex organizations aligns well with the needs of a company seeking to enhance its performance and long-term value.

WeAl ~~may~~Kapoor, ~~effectuate~~Chief ~~our~~Executive ~~initial~~Officer ~~business~~and ~~combination~~Chairman. ~~with~~Al aKapoor ~~single~~has ~~target~~served ~~business~~as orChairman ~~multiple~~of ~~target~~optics-related businesses ~~simultaneously~~since orhe ~~within~~graduated afrom ~~short~~Harvard ~~period~~Business ofSchool ~~time~~in 1997. ~~However~~He has been engaged in finding, weacquiring, ~~may~~and ~~not~~growing beoptics ~~able~~and tophotonics ~~effectuate~~companies ~~our~~since ~~initial~~then as ~~business~~a ~~combination~~technology ~~with~~entrepreneur. ~~more~~He ~~than~~acquired ~~one~~his ~~target~~first ~~business because~~advanced ofmanufacturing ~~various~~company ~~factors~~in Greater Rochester, ~~including~~New ~~the~~York, ~~existence~~renamed ofit ~~complex~~Syntec Optics, ~~accounting~~transformed ~~issues~~it into a defense, bio-medical, and ~~the~~consumer ~~requirement~~optics ~~that~~and wephotonics ~~prepare~~leader, and ~~file~~accelerated ~~pro~~growth ~~forma~~with add-on ~~financial~~acquisitions. ~~statements~~This ~~with~~deep ~~the~~technical ~~SEC~~and ~~that~~business ~~present~~experience ~~operating~~has ~~results~~led ~~and~~to diverse relationships across the ~~financial~~optics ~~condition~~and ofphotonics ~~several~~ecosystem – ~~target~~suppliers, ~~businesses~~customers, asend ifusers, ~~they had~~venture ~~been~~capitalists, ~~operated~~private onequity amanagers, ~~combined~~entrepreneurs, ~~basis~~and executives. ByAl ~~completing~~runs ~~our~~a ~~initial~~monthly newsletter ~~business~~called ~~combination~~Pioneering ~~with~~Minds ~~only~~on future industries, with a ~~single~~circulation ~~entity~~of nearly 75,000 ~~our~~to ~~lack~~executives ofacross ~~diversification may~~the ~~subject~~country. usHe continues to ~~numerous~~invest ~~economic~~in optics and photonics, ~~competitive~~from driverless cars, robotics, and ~~regulatory~~virtual ~~developments~~reality to sensors and terabit internet. ~~Further,~~He weis ~~would~~also ~~not~~on the beadvisory ~~able~~council for MIT’s program to ~~diversify~~train ~~our~~and ~~operations or~~educate ~~benefit~~the ~~from~~workforce for new disruptions in Integrated Photonics, and on the US ~~possible~~government’s ~~spreading~~over of$1 ~~risks~~billion orinvestment ~~offsetting~~in ofSilicon ~~losses~~Photonics, ~~unlike~~AIM ~~other~~Photonics, ~~entities~~in ~~which~~Upstate ~~may~~New ~~have~~York. ~~the~~Al ~~resources~~has been invited to ~~complete~~the White House on several ~~business~~occasions ~~combinations~~to participate in ~~different~~innovation ~~industries~~policy ordiscussions. ~~different~~Al ~~areas~~studied ofengineering, afinance, ~~single~~and ~~industry.~~business Inat ~~addition~~5 universities, weearning ~~intend~~an toMBA ~~focus~~from ~~our~~Harvard ~~search for~~University and an ~~initial~~MS ~~business~~from ~~combination~~Iowa inState aUniversity. ~~single~~We ~~industry~~believe Mr. ~~Accordingly~~Kapoor is qualified to serve on the Syntec Optics Board based on his industry leadership and capital markets experience, including research and fundraising. In 2024 Al Kapoor delivered the ~~prospects~~keynote ~~for~~speech ~~our~~on ~~success~~the ~~may~~future ~~be:~~of Optics and Photonics in Malaga, Spain.

● solely dependent upon the performance of a single business, property or asset, or ● dependent upon the development or market acceptance of a single or limited number of products, processes or services.Operational Expertise:

~~This lack~~● Transformational Leadership: His 30-year track record of ~~diversification~~acquiring ~~may~~a ~~subject~~small usmanufacturing tofirm ~~numerous~~and ~~economic,~~transforming ~~competitive~~it into a vertically and ~~regulatory~~horizontally ~~risks,~~integrated ~~any~~industry orleader ~~all~~demonstrates ofdeep ~~which~~capability ~~may~~in ~~have~~scaling aoperations ~~substantial adverse~~and ~~impact~~managing ~~upon~~complex ~~the~~supply ~~particular~~chains. ~~industry~~● Product Development & Innovation: His early career leadership at Cummins Engine Company and advisory role at BMW’s R&D department highlight his hands-on experience in ~~which~~driving wenew ~~may~~product ~~operate~~development ~~subsequent~~and engineering excellence. ● Execution of “Bolt-on” Strategy: His success in identifying, acquiring, and integrating add-on acquisitions proves his ability to ~~our~~execute ~~initial~~complex ~~business~~operational ~~combination~~consolidations that drive efficiency and market expansion.

WeFinancial may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.Acumen:

~~If we~~● ~~determine~~Capital toAllocation ~~simultaneously~~& ~~acquire~~M&A: ~~several~~His ~~businesses~~history ~~that~~of ~~are~~founding ~~owned~~and bymanaging ~~different~~investment ~~sellers~~funds, wecoupled ~~will~~with ~~need~~his ~~for~~specific ~~each~~experience ofin ~~such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations~~“finding, ~~which may make it more difficult for us~~acquiring, and ~~delay~~growing” ~~our~~companies ~~ability,~~since ~~to complete our initial business combination. We do not~~1997, ~~however,~~demonstrates ~~intend~~sophisticated toskill ~~purchase multiple businesses~~ in ~~unrelated~~capital ~~industries~~deployment inand ~~conjunction~~deal ~~with~~structuring. ~~our~~● ~~initial~~Fundraising ~~business~~& ~~combination.~~Capital ~~With~~Markets: ~~multiple~~As ~~business~~the ~~combinations, we~~architect ~~could~~behind ~~also~~significant ~~face~~capital ~~additional risks,~~ raises—including ~~additional~~the ~~burdens~~leadership ~~and~~of ~~costs~~special ~~with~~purpose ~~respect~~acquisition tovehicles—he ~~possible~~possesses ~~multiple~~the ~~negotiations~~specialized ~~and~~financial ~~due~~literacy ~~diligence investigations~~required ~~(if~~to ~~there~~navigate ~~are~~public ~~multiple~~market ~~sellers)~~fundraising and ~~the~~investor ~~additional~~relations. ~~risks~~● ~~associated~~Educational ~~with~~Foundation: ~~the~~His ~~subsequent~~MBA ~~assimilation~~from ofHarvard ~~the~~Business ~~operations~~ School and ~~services~~background orin ~~products~~finance ofprovide the ~~acquired~~theoretical ~~companies~~backbone innecessary afor ~~single~~rigorous ~~operating~~financial ~~business.~~oversight ~~If we are unable to adequately address these risks, it could negatively impact our profitability~~ and ~~results of operations~~governance.

WeStrategic ~~may~~Thinking ~~attempt~~and to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.Problem-Solving:

~~In pursuing~~● ~~our~~Visionary ~~initial~~Foresight: ~~business~~His ~~combination~~creation ~~strategy,~~of wePioneering ~~may~~Minds ~~seek~~and his dedicated research into future industries (from terabit internet to ~~effectuate~~driverless ~~our~~cars) ~~initial~~show ~~business~~an ~~combination~~ability ~~with~~to aanticipate ~~privately~~market ~~held company~~disruptions long before they become mainstream. ~~Very~~● ~~little~~Policy ~~public~~& ~~information~~Ecosystem ~~generally~~Influence: ~~exists~~His ~~about~~advisory ~~private~~roles ~~companies,~~with the White House and weMIT’s ~~could~~AIM bePhotonics ~~required~~program todemonstrate ~~make~~a ~~our~~high-level ~~decision~~strategic onmindset ~~whether to~~that ~~pursue~~connects acorporate ~~potential~~goals ~~initial~~with ~~business~~broader ~~combination~~national oninnovation ~~the~~policies. ~~basis~~● ofCross-Disciplinary ~~limited~~Synthesis: ~~information,~~His ~~which~~unique ~~may~~educational ~~result~~background—spanning inengineering, anmaterial ~~initial~~science, robotics, and business—allows ~~combination with~~him ato ~~company~~solve problems that isrequire ~~not~~a assynthesis ~~profitable~~of astechnical wefeasibility ~~suspected,~~and ifcommercial ~~at all~~viability.

We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price which approximates the per-share amounts in our trust account at such time, which is generally approximately $10.20. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

IfIndustry we have inadequate cash simultaneously to meet the closing requirements of an initial business combination and redeem all shares of Class A common stock submitted for redemption, we will return all shares submitted for redemption and continue to pursue an alternative transaction.Leadership:

~~In the~~● ~~event~~Ecosystem ~~the~~Builder: ~~aggregate~~His ~~cash~~extensive ~~consideration~~relationships weacross ~~would~~the beentire ~~required~~value tochain—ranging ~~pay~~from ~~for~~venture ~~all~~capitalists ~~shares~~and ofprivate ~~Class~~equity Amanagers ~~common~~to ~~stock~~customers ~~that~~and ~~are~~suppliers—position ~~validly~~him ~~submitted for~~as ~~redemption~~a ~~plus~~central ~~any~~node ~~amount~~in ~~required to satisfy cash conditions pursuant to~~ the ~~terms~~optics ofindustry, ~~the~~facilitating ~~proposed~~strategic ~~initial~~partnerships. ~~business~~● ~~combination exceed~~Thought ~~the~~Leadership: ~~aggregate~~His ~~amount~~regular ofinvitations ~~cash available~~ to ~~us,~~speak weat ~~would~~major ~~not~~global beforums ~~able~~and tohis ~~complete~~widely ~~the~~circulated ~~business~~newsletter ~~combination~~establish orhim ~~redeem~~as ~~any~~a ~~such~~recognized ~~shares~~authority, ~~all~~ ~~shares~~enhancing ~~of Class A common stock submitted for redemption would be returned to~~ the ~~holders~~Company’s ~~thereof,~~brand and wecredibility ~~instead~~in ~~will~~the ~~search for an alternate initial business combination~~marketplace.

In ~~order to effectuate an initial business combination~~conclusion, ~~blank~~Al ~~check~~Kapoor’s ~~companies~~unique ~~have,~~status inas ~~the~~a ~~recent~~“Founder-Technologist” ~~past,~~combined ~~amended~~with ~~various~~his ~~provisions~~aggressive oftrack ~~their~~record in ~~charters~~M&A and ~~other~~deep-seated ~~governing~~industry ~~instruments,~~influence ~~including~~makes ~~their~~him ~~warrant~~distinctly ~~agreements.~~qualified Weto ~~cannot~~lead ~~assure~~the ~~you~~Board ~~that~~for wethis ~~will~~offering. ~~not~~His ~~seek~~ability to ~~amend our~~bridge ~~certificate~~the ofgap ~~incorporation~~between orhigh-level ~~governing~~innovation ~~instruments~~policy inand aground-level ~~manner~~manufacturing ~~that~~execution ~~will~~ensures ~~make~~the itCompany ~~easier~~remains ~~for~~agile usand ~~to complete our initial business combination that our stockholders may not support~~forward-looking.

InIndependent order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our certificate of incorporation will require the approval of holders of 65% of our common stock and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants. In addition, our certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). To the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.Directors

~~The~~Our ~~provisions~~Board ofhas ~~our~~determined ~~certificate of incorporation~~ that ~~relate~~Albert toA. ~~our~~Manzone, ~~pre-business~~Wally ~~combination~~Bishop, ~~activity (~~and ~~corresponding~~Brent ~~provisions~~Rosenthal ~~of the~~are ~~agreement~~qualified ~~governing~~to ~~the~~serve ~~release~~as ofindependent ~~funds~~directors. ~~from~~The ~~our~~standards relied ~~trust~~on ~~account)~~by ~~may~~the beBoard ~~amended~~in ~~with~~affirmatively ~~the~~determining ~~approval~~whether ofa ~~holders~~director ofis ~~65%~~“independent,” ofin ~~our~~compliance ~~common~~with Nasdaq’s ~~stock~~rules, ~~which~~are iscomprised aof ~~lower~~those ~~amendment~~objective ~~threshold~~standards ~~than~~set ~~that~~forth ofin ~~some~~the ~~other~~rules ~~blank~~promulgated ~~check~~by ~~companies~~Nasdaq. ItThe ~~may~~Board beis ~~easier~~responsible for ~~us,~~ensuring that ~~therefore,~~independent todirectors ~~amend our~~do ~~certificate~~not ofhave ~~incorporation~~a ~~and~~relationship that, in the ~~trust~~Board’s ~~agreement~~opinion, towould ~~facilitate~~interfere with the ~~completion~~exercise of anindependent judgment ~~initial~~in ~~business~~carrying ~~combination~~out ~~that~~the ~~some~~responsibilities of ~~our~~ ~~stockholders~~a ~~may not support~~director.

~~Our~~Nasdaq’s ~~certificate~~rules, ofas ~~incorporation~~well ~~will~~as ~~provide~~SEC ~~that~~rules, ~~any~~impose ofadditional ~~its~~independence ~~provisions~~requirements ~~related~~for toall ~~pre-business~~members ~~combination activity (including the requirement to deposit proceeds~~ of ~~this offering and~~ the ~~private~~Audit ~~placement~~Committee. ofSpecifically, ~~warrants~~in ~~into~~addition to the ~~trust~~“independence” ~~account~~requirements ~~and~~discussed ~~not release such amounts except in specified circumstances~~above, ~~and~~“independent” toaudit ~~provide~~committee ~~redemption~~members ~~rights~~must: ~~to public stockholders as described herein~~(1) ~~may~~not ~~be amended if approved by~~accept, ~~holders~~directly ofor ~~65%~~indirectly, ofany ~~our~~consulting, ~~common stock entitled to vote thereon~~advisory, ~~and~~or ~~corresponding~~other ~~provisions~~compensatory offees ~~the trust agreement governing the release of funds~~ from ~~our~~Syntec ~~trust~~Optics ~~account~~or ~~may~~any besubsidiary ~~amended if approved by holders~~ of ~~65%~~Syntec ofOptics ~~our common stock entitled to vote thereon. In all~~ other ~~instances,~~than ~~our~~in ~~certificate~~the ofmember’s ~~incorporation~~capacity ~~may~~as ~~be amended by holders of~~ a ~~majority~~member of ~~our~~the ~~outstanding~~Board ~~common~~and ~~stock~~any ~~entitled~~Board tocommittee; ~~vote thereon,~~(2) ~~subject~~not tobe ~~applicable~~an ~~provisions~~affiliated person of ~~the~~Syntec ~~DGCL~~ Optics or ~~applicable~~any ~~stock~~subsidiary ~~exchange rules. Our initial stockholders will own shares representing approximately 20%~~ of ~~our~~Syntec ~~issued~~Optics; and ~~outstanding~~(3) ~~shares~~not ofhave ~~common~~participated ~~stock~~in ~~(assuming~~the ~~they~~preparation doof ~~not~~the ~~purchase~~financial ~~any~~statements ~~units~~of inSyntec ~~this~~Optics ~~offering), will~~or ~~participate in~~ any ~~vote~~current tosubsidiary ~~amend our certificate~~ of ~~incorporation~~Syntec ~~and/or~~Optics ~~trust~~at ~~agreement~~any ~~and~~time ~~will~~during ~~have~~ the ~~discretion~~past tothree ~~vote~~years. inIn ~~any manner~~addition, ~~they~~Nasdaq’s ~~choose.~~rules Asrequire athat ~~result,~~all weaudit committee ~~may~~members be able to ~~amend~~read ~~the~~and ~~provisions~~understand offundamental ~~our~~financial ~~certificate~~statements, ofincluding ~~incorporation~~Syntec ~~which~~Optics’ ~~govern~~balance ~~our~~sheet, ~~pre-business~~income ~~combination behavior more easily than some other blank check companies~~statement, and ~~this~~cash ~~may~~flow ~~increase our ability to complete an initial business combination with which you do not agree~~statement. ~~Our~~The ~~stockholders~~Board ~~may~~believes ~~pursue~~that ~~remedies~~the ~~against~~current usmembers ~~for~~of ~~any~~the ~~breach~~Audit ofCommittee ~~our~~meet ~~certificate~~these ofadditional ~~incorporation~~standards.

Board Committees

Our Board has three standing committees — an audit committee, a compensation committee, and a nominating and corporate governance committee. The audit committee met one time, the compensation committee met once, and the nominating and corporate governance committee met once in the fiscal year ended December 31, 2025.

Audit Committee

We have established an audit committee of the board of directors. Albert A. Manzone, Wally Bishop, and Brent Rosenthal serve as members of our audit committee, and Mr. Bishop chairs the audit committee. Brent Rosenthal serves on multiple audit committees, but the board of directors believes that his simultaneous service does not impair his ability to serve effectively, given his extensive experience. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Albert A. Manzone, Wally Bishop, and Brent Rosenthal meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

~~Our~~Each ~~sponsor,~~member ~~officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate~~ of ~~incorporation: (i) to modify~~ the ~~substance~~audit orcommittee ~~timing~~is offinancially our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offeringliterate, ifand we extend the period of time to consummate a business combination, as described in more detail in this prospectus); or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our ~~public~~board ~~stockholders with the opportunity to redeem their shares~~ of ~~Class~~directors Ahas ~~common~~determined stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that ~~we have entered into with our sponsor, officers and directors~~Mr. ~~Our~~ ~~stockholders~~Bishop ~~are~~qualifies ~~not parties to, or third-party beneficiaries of, these agreements and,~~ as aan ~~result, will not have the ability to~~“audit ~~pursue~~committee ~~remedies~~financial ~~against our sponsor~~expert,” ~~officers~~as ordefined ~~directors for any breach of these agreements. As a result,~~ in ~~the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to~~ applicable ~~law~~SEC rules.

We ~~may~~have beadopted ~~unable~~an toaudit ~~obtain~~committee ~~additional~~charter, ~~financing~~which tois ~~complete~~available ~~our~~on ~~initial~~request ~~business~~at ~~combination~~[email protected]. orIt todetails ~~fund~~ the ~~operations~~principal functions ~~and growth~~ of athe ~~target business~~audit committee, ~~which could compel us to restructure or abandon a particular business combination.~~including:

We● ~~have~~the ~~not~~appointment, ~~selected~~compensation, ~~any~~retention, ~~specific business combination target~~replacement, ~~but~~and ~~intend~~oversight toof ~~target businesses larger than we could acquire with~~ the ~~net~~work ~~proceeds~~ of ~~this offering and~~ the ~~sale~~independent ofregistered ~~the~~public ~~private~~accounting ~~placement~~firm ~~warrants.~~engaged Asby aus; ~~result,~~● wepre-approving ~~may~~all beaudit ~~required~~and topermitted ~~seek~~non-audit ~~additional~~services ~~financing~~ to ~~complete~~be ~~such~~provided ~~proposed~~by ~~initial business~~the ~~combination.~~independent Weregistered ~~cannot~~public ~~assure~~accounting ~~you~~firm ~~that~~engaged ~~such~~by ~~financing~~us, ~~will~~and beestablishing ~~available~~pre-approval onpolicies ~~acceptable~~and ~~terms,~~procedures; if● atsetting ~~all.~~clear Tohiring ~~the~~policies ~~extent~~for ~~that~~employees ~~additional financing~~or ~~proves~~former toemployees beof ~~unavailable~~the ~~when~~independent ~~needed~~registered topublic ~~complete~~accounting ~~our initial business combination~~firm, weincluding ~~would~~but benot ~~compelled~~limited to, ~~either~~as ~~restructure the~~required ~~transaction~~by orapplicable ~~abandon~~laws ~~that particular business combination~~ and ~~seek~~regulations; an● ~~alternative~~setting ~~target~~clear ~~business~~policies ~~candidate.~~for ~~Further,~~audit ~~the~~partner ~~amount of~~rotation ~~additional~~in ~~financing~~compliance wewith ~~may~~applicable belaws ~~required~~and toregulations; ~~obtain~~● ~~could~~obtaining ~~increase~~and asreviewing a ~~result~~report, ofat ~~future~~least ~~growth capital needs for any particular transaction~~annually, ~~the~~ ~~depletion~~from of the ~~available~~independent ~~net~~registered ~~proceeds~~public inaccounting ~~search~~firm ofdescribing: a(i) ~~target business,~~ the ~~obligation~~independent toregistered ~~repurchase~~public ~~for~~accounting ~~cash~~firm’s ainternal ~~significant~~quality-control ~~number of~~procedures; ~~shares~~(ii) ~~from~~any ~~stockholders~~material ~~who~~issues ~~elect~~raised ~~redemption~~by inthe ~~connection~~most ~~with~~recent ~~our~~internal ~~initial~~quality-control ~~business~~review, ~~combination and/~~or ~~the~~peer ~~terms~~review, of ~~negotiated~~the ~~transactions to~~audit ~~purchase shares in connection with our initial business combination. If we are unable to complete our initial business combination~~firm, ~~our~~ ~~public~~or ~~stockholders~~by ~~may~~any ~~receive~~inquiry ~~only~~or ~~approximately~~investigation ~~$10.20~~by ~~per~~governmental ~~share~~or ~~plus~~professional ~~any~~authorities ~~pro~~within ~~rata interest earned on~~ the ~~funds~~preceding ~~held~~five ~~in the~~years ~~trust~~respecting ~~account~~one ~~and~~or ~~not~~more ~~previously~~independent ~~released~~audits tocarried usout toby ~~pay our franchise and income taxes on~~ the ~~liquidation~~firm ~~of our trust account~~ and ~~our~~ ~~warrants~~any ~~will~~steps ~~expire~~taken ~~worthless. In addition, even if we do not need additional financing~~ to ~~complete~~deal ~~our~~with ~~initial~~such ~~business~~issues; ~~combination, we~~and ~~may~~(iii) ~~require~~all ~~such~~relationships ~~financing~~between ~~to fund~~ the ~~operations~~independent orregistered ~~growth~~public ofaccounting ~~the~~firm ~~target~~and ~~business.~~us ~~The failure~~ to ~~secure~~assess ~~additional financing could have a material adverse effect on~~ the ~~continued~~independent ~~development~~registered orpublic ~~growth~~accounting offirm’s ~~the~~independence; ~~target~~● ~~business.~~reviewing ~~None~~and ofapproving ~~our~~any ~~officers,~~related ~~directors~~party ortransaction ~~stockholders is~~ required to ~~provide~~be ~~any~~disclosed ~~financing~~pursuant to usItem in404 ~~connection~~of ~~with~~Regulation orS-K ~~after~~promulgated ~~our~~by ~~initial~~the ~~business~~SEC ~~combination.~~prior ~~If we are unable~~ to ~~complete our~~us ~~initial~~entering ~~business~~into ~~combination,~~such ~~our~~transaction; ~~public~~and ~~stockholders~~● ~~may~~reviewing ~~receive~~with ~~only~~management, ~~approximately $10.20 per share on~~ the ~~liquidation~~independent ~~of our~~registered ~~trust~~public ~~account~~accounting firm, and our ~~warrants~~legal ~~will expire worthless. Furthermore~~advisors, as ~~described~~appropriate, inany ~~the~~legal, ~~risk~~regulatory ~~factor~~or ~~entitled~~compliance ~~“If~~matters, ~~third~~including ~~parties bring~~any ~~claims~~correspondence ~~against~~with ~~us,~~regulators ~~the~~or ~~proceeds~~government ~~held~~agencies inand ~~the~~any ~~trust~~employee ~~account~~complaints ~~could~~or bepublished ~~reduced~~reports ~~and~~that ~~the~~raise ~~per-share~~material ~~redemption~~issues ~~amount~~regarding ~~received~~our byfinancial ~~stockholders may~~statements beor ~~less~~accounting ~~than~~policies ~~$10.20 per share,”~~ and ~~related~~any ~~risk~~significant ~~factors,~~changes ~~under~~in ~~certain~~accounting ~~circumstances~~standards ~~our~~or ~~public~~rules ~~stockholders may~~promulgated ~~receive~~by ~~less~~the ~~than~~Financial ~~$10.20~~Accounting ~~per~~Standards ~~share~~Board, ~~upon~~ the ~~liquidation~~SEC ofor ~~the~~other ~~trust~~regulatory ~~account~~authorities.

~~Because~~The composition weand ~~must~~function ~~furnish our~~of ~~stockholders~~the Audit Committee complies with ~~target~~all ~~business~~applicable ~~financial~~requirements ~~statements,~~of wethe ~~may~~Sarbanes-Oxley ~~lose~~Act of 2002 (the ~~ability~~“Sarbanes-Oxley Act”) toand ~~complete~~all anapplicable ~~otherwise~~SEC ~~advantageous~~rules ~~initial~~and ~~business combination~~regulations. We will comply with ~~some~~future ~~prospective~~requirements ~~target~~to ~~businesses~~the extent they become applicable to us.

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~Changes~~Compensation ~~in the market for directors and officer’s liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.~~Committee

InWe ~~recent~~have ~~months,~~established a compensation committee of the ~~market~~board ~~for~~of directors. ~~and~~Albert ~~officer’s~~A. ~~liability~~Manzone ~~insurance~~and ~~for~~Brent ~~special~~Rosenthal ~~purpose~~serve ~~acquisition~~as ~~companies~~members ~~has~~of our compensation ~~changed~~committee. ~~Fewer~~Under ~~insurance~~the ~~companies~~Nasdaq ~~are~~listing ~~offering~~standards ~~quotes for directors~~ and ~~officers~~applicable ~~liability~~SEC ~~coverage~~rules, ~~the~~we ~~premiums~~are ~~charged~~required ~~for~~to ~~such policies~~ have ~~generally~~at ~~increased~~least ~~and~~two members of the ~~terms~~compensation committee, all of ~~such~~whom ~~policies~~must ~~have~~be ~~generally~~independent. ~~become~~Albert ~~less favorable~~A. ~~There~~Manzone ~~can~~and beBrent noRosenthal ~~assurance~~are ~~that~~independent, ~~these~~and ~~trends will~~Albert ~~not~~A. ~~continue~~Manzone chairs the compensation committee.

~~The~~We ~~increased~~have ~~cost~~adopted ~~and~~a ~~decreased~~compensation ~~availability~~committee ofcharter, ~~directors~~which ~~and~~is ~~officer’s~~available ~~liability~~on ~~insurance~~request ~~could~~at ~~make it more difficult and more expensive for us to negotiate an initial business combination~~[email protected]. InIt ~~order~~details tothe ~~obtain directors and officers liability insurance or~~principal ~~modify~~functions ~~its coverage as a result~~ of ~~becoming a public company,~~ the ~~post-business~~compensation ~~combination entity might need to incur greater expense~~committee, ~~accept~~ less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.including:

~~In addition,~~● ~~even~~reviewing ~~after~~and weapproving ~~were~~on an annual basis the corporate goals and objectives relevant to ~~complete~~our anChief ~~initial~~Executive ~~business~~Officer’s ~~combination~~compensation, if any is paid by us, evaluating our ~~directors~~Chief Executive Officer’s performance in light of such goals and ~~officers~~objectives ~~could~~and ~~still~~determining beand ~~subject~~approving tothe ~~potential liability~~remuneration ~~from~~(if ~~claims~~any) ~~arising~~of ~~from~~our ~~conduct~~Chief ~~alleged~~Executive toOfficer ~~have~~based ~~occurred~~on ~~prior~~such toevaluation; ● reviewing and approving on an annual basis the ~~initial~~compensation, ~~business~~if ~~combination.~~any Asis apaid ~~result~~by us, inof ~~order to~~all ~~protect~~of our ~~directors~~other officers; ● reviewing on an annual basis our executive compensation policies and ~~officers,~~plans; ~~the~~● ~~post-business~~implementing ~~combination~~and ~~entity~~administering ~~may~~our ~~need~~incentive tocompensation ~~purchase~~equity-based ~~additional~~remuneration ~~insurance~~plans; ● assisting management in complying with ~~respect~~our ~~to any~~proxy ~~such~~statement ~~claims~~and ~~(“run-off~~annual ~~insurance”).~~report ~~The~~disclosure ~~need~~requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for ~~run-off~~our ~~insurance~~officers ~~would~~and employees; ● if required, producing a report on executive compensation to be anincluded ~~added~~in ~~expense~~our ~~for~~annual ~~the~~proxy ~~post-business~~statement; ~~combination entity~~and ● reviewing, evaluating, and ~~could~~recommending ~~interfere~~changes, ~~with~~if orappropriate, ~~frustrate~~to ~~our~~the ~~ability~~remuneration for directors. ● delegating certain administrative tasks, such as routine approvals of compensation adjustments within established guidelines, to ~~consummate~~the anChief ~~initial~~Executive ~~business~~Officer ~~combination~~or onother ~~terms~~designated ~~favorable~~officers, subject to ~~our~~the ~~investors~~Committee’s oversight and approval.

AsExecutive ~~the~~officers ~~number~~may ofparticipate ~~special~~in ~~purpose~~discussions ~~acquisition~~and ~~companies~~provide ~~evaluating~~input ~~targets~~on ~~increases~~compensation matters, ~~attractive~~but ~~targets~~the ~~may~~final ~~become~~authority ~~scarcer~~for ~~and~~determining ~~there may~~compensation beand ~~more~~benefits ~~competition~~rests ~~for~~with ~~attractive~~the ~~targets~~Compensation Committee. ~~This~~The ~~could~~Committee ~~increase~~may ~~the~~delegate ~~cost~~certain ofadministrative ~~our~~tasks ~~initial~~to ~~business~~executive ~~combination~~officers, ~~and~~such as ~~could~~processing ~~even~~payroll ~~result~~and ~~in our~~administering ~~inability~~benefit toplans, ~~find~~but athe ~~target~~Committee orretains toultimate ~~consummate~~oversight anand ~~initial business combination~~responsibility.

InThe ~~recent~~composition ~~years,~~and ~~the~~function ~~number~~ of ~~special~~our ~~purpose~~Compensation ~~acquisition~~Committee ~~companies~~complies ~~that~~with ~~have~~all ~~been~~applicable ~~formed~~requirements ~~has~~of ~~increased~~the ~~substantially.~~Sarbanes-Oxley ~~Many~~Act ~~potential targets for special purpose acquisition companies have already entered into an initial business combination,~~ and ~~there~~all ~~are still many special~~applicable ~~purpose~~SEC ~~acquisition~~and ~~companies~~the ~~seeking~~Nasdaq ~~targets~~rules ~~for~~and ~~their initial business combination, as well as many such companies currently in registration~~regulations. As aWe ~~result,~~will atcomply ~~times,~~with ~~fewer~~future ~~attractive~~requirements ~~targets~~to ~~may~~the beextent ~~available,~~they ~~and~~become itapplicable ~~may require more time, more effort and more resources~~ to ~~identify a suitable target and to consummate an initial business combination~~us.

InThe ~~addition,~~Compensation ~~because~~Committee ~~there~~charter ~~are~~also ~~more~~provides ~~special~~that ~~purpose~~the ~~acquisition~~compensation ~~companies~~committee ~~seeking~~may, toin ~~enter~~its ~~into~~sole andiscretion, ~~initial~~retain ~~business~~or ~~combination~~obtain ~~with~~the ~~available~~advice ~~targets,~~of ~~the~~a ~~competition~~compensation ~~for~~consultant, ~~available~~legal ~~targets~~counsel ~~with attractive fundamentals~~ or ~~business~~other ~~models~~adviser ~~may~~and ~~increase,~~will ~~which~~be ~~could~~directly ~~cause~~responsible ~~targets companies~~for tothe ~~demand~~appointment, ~~improved~~compensation ~~financial~~and ~~terms.~~oversight of ~~Attractive~~the ~~deals~~work ~~could~~of ~~also~~any ~~become scarcer for other reasons,~~ such asadviser. ~~economic or industry sector downturns~~However, ~~geopolitical~~before ~~tensions,~~engaging or ~~increases~~receiving inadvice ~~the~~from ~~cost~~a ofcompensation ~~additional~~consultant, ~~capital~~external ~~needed~~legal tocounsel or ~~close~~any ~~business~~other ~~combinations~~adviser, orthe ~~operate targets~~compensation ~~post-business~~committee ~~combination.~~will ~~This~~consider ~~could increase~~ the ~~cost~~independence of, ~~delay~~each orsuch ~~otherwise~~adviser, ~~complicate~~including orthe ~~frustrate~~factors ~~our ability to find and~~required ~~consummate~~by anNasdaq ~~initial business combination,~~ and ~~may~~the ~~result~~SEC. inNo ~~our~~consultant ~~inability~~was toengaged ~~consummate~~by anthe ~~initial~~Compensation ~~business~~Committee ~~combination~~during onthe ~~terms~~last ~~favorable to~~fiscal ~~our investors altogether~~year.

~~Certain~~Nominating ~~agreements~~and ~~related~~Corporate toGovernance ~~this offering may be amended without shareholder approval.~~Committee

~~Certain~~The ~~agreements,~~Board ~~including~~has ~~the~~a ~~underwriting~~Nominating ~~agreement relating to this offering, the investment management trust agreement between us~~ and ~~Continental~~ ~~Stock~~Corporate ~~Transfer~~Governance ~~& Trust Company~~Committee, ~~the~~which ~~letter~~currently ~~agreement~~consists ~~among~~of usBrent ~~and~~Rosenthal ~~our sponsor, officers, directors~~ and ~~director~~Wally ~~nominees~~Bishop, ~~the~~ ~~registration~~with ~~rights~~Brent ~~agreement among us and our sponsor, may~~Rosenthal beas ~~amended without shareholder approval~~chair. ~~These~~The ~~agreements~~Nominating ~~contain~~and ~~various~~Corporate ~~provisions~~Governance ~~that~~Committee ~~our~~assesses ~~public~~potential ~~shareholders~~candidates ~~might deem~~ to befill ~~material. For~~perceived ~~example,~~needs the underwriting agreement related to this offering contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the ~~income~~Board ~~earned on the trust account) so long as we obtain and maintain a listing~~ for ~~our securities on Nasdaq. While we do not expect our board to approve~~required, ~~any amendment to any of these agreements prior to our initial business combination~~skills, ~~it may be possible that our board~~expertise, inindependence ~~exercising its business judgment~~ and ~~subject~~other ~~to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination~~factors. ~~Any such amendment may have an adverse effect on the value of an investment in our securities.~~

~~RISKS~~The ~~RELATED~~functions TOof ~~THE~~the ~~TIMING~~Nominating OFand ~~COMPLETING~~Corporate ANGovernance ~~INITIAL~~Committee ~~BUSINESS~~include, ~~COMBINATION~~among other things:

~~The requirement~~● ~~that~~identifying, wereviewing ~~complete~~and making recommendations of candidates to serve on our ~~initial~~Board; ~~business~~● ~~combination~~establishing ~~within~~a ~~the~~process ~~prescribed~~for ~~time~~recommendation ~~frame~~of ~~may~~director ~~give~~candidates ~~potential~~by ~~target~~stockholders ~~businesses~~and ~~leverage over~~publishing ussuch process annually in ~~negotiating~~our anproxy ~~initial~~statement; ~~business~~● ~~combination~~considering nominations by stockholders of candidates for election to our Board; ● annually reviewing the composition and ~~may~~organization ~~decrease~~of our ~~ability~~Board’s committees and making recommendations to ~~conduct~~our ~~due~~Board ~~diligence~~for onapproval; ~~potential~~● ~~business~~developing ~~combination targets~~a asset weof ~~approach~~corporate ~~our~~governance ~~dissolution~~policies ~~deadline,~~and ~~which~~principles ~~could~~and ~~undermine~~recommending to our ~~ability~~Board any changes to ~~complete~~such ~~our~~policies ~~initial~~and ~~business~~principles; ~~combination~~and on● ~~terms that~~reviewing ~~would~~annually ~~produce~~the ~~value~~Nominating ~~for~~and ~~our~~Corporate ~~stockholders~~Governance Committee charter.

~~Any~~The ~~potential~~composition ~~target~~and ~~business~~function ~~with~~of ~~which~~the weNominating ~~enter~~and ~~into~~Corporate ~~negotiations~~Governance ~~concerning~~Committee ancomply ~~initial~~with ~~business~~all ~~combination~~applicable ~~will~~requirements ~~be aware that we must complete our initial business combination within 18 months from the closing~~ of ~~this offering (or 21 months from~~ the ~~closing~~Sarbanes-Oxley ofAct ~~this~~and ~~offering,~~all ifapplicable weSEC ~~extend~~and ~~the~~Nasdaq’s ~~period~~rules ofand ~~time to consummate a business combination, as described in more detail in this prospectus)~~regulations. ~~Consequently,~~ ~~such~~We ~~target~~will ~~business~~comply ~~may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination~~ with ~~that~~future ~~particular~~requirements ~~target business, we may be unable~~ to ~~complete our initial business combination with any target business. This risk will increase as we get closer to~~ the ~~timeframe~~extent ~~described~~they ~~above. In addition, we may~~become ~~have~~applicable ~~limited time~~ to ~~conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation~~us.

WeThe ~~may~~Board ~~not~~has beadopted ~~able~~a towritten ~~complete~~charter ~~our initial business combination within the prescribed time frame, in which case we would cease all operations except~~ for the ~~purpose~~Nominating ~~of winding up~~ and weCorporate ~~would~~Governance ~~redeem our public shares and liquidate~~Committee, in which ~~case~~is ~~our~~available ~~public~~on ~~stockholders~~request ~~may~~at ~~only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.~~[email protected]

~~Our~~Nomination ~~certificate~~ of incorporation will provide that we must complete our initial business combination within 18 months from the closing of this offering (or 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). In connection with any such extension, public stockholders will not be offered the opportunity to vote on or redeem their shares. We may not be able to find a suitable target business and complete our initial business combination within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.20 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares. See “Risk Factors — Risks Related to The Redemption of Shares — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and related risk factors.Directors

The Nominating and Corporate Governance Committee of the Board assesses potential candidates to fill the perceived needs on our Board for required skills, expertise, independence and other factors. A director candidate recommended by our stockholders will be considered in the same manner as a nominee recommended by a Board member, management or other sources. Stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing at the Secretary of Syntec Optics at 515 Lee Road, Rochester, New York 14606. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors. The Company has not paid any fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees, in the last fiscal year. The nominating committee intends to consider diversity in identifying nominees for director.

Board Leadership Structure and Role in Risk Oversight

Periodically, our Board will assess the roles of Chairman and Chief Executive Officer, and the Board leadership structure to ensure the interests of Syntec Optics and our stockholders are best served. Our Board believes the current combination of the two roles is satisfactory at present. Mr. Kapoor, as our Chief Executive Officer and Chairman, has extensive knowledge of all aspects of Syntec Optics and our business. We have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate structure for the Company at any given time.

Our Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensures that risks undertaken by the Company are consistent with the Board’s risk strategy. While the Board oversees the Company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

Executive Officers

The following table sets forth certain information regarding our current executive officers:

Name	Age	Position(s) Held with Syntec Optics	Officer Since:
Al Kapoor	58	Chairman of the Board and Chief Executive Officer	2024
Dean Rudy	65	Chief Financial Officer and Director	2024

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Indemnification Agreements with Directors and Officers

Section 145 of the DGCL provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Syntec Optics’ second amended and restated certificate of incorporation provides for indemnification of Syntec Optics’ directors, officers, employees and other agents to the maximum extent permitted by the DGCL, and its bylaws provide for indemnification of Syntec Optics’ directors, officers, employees and other agents to the maximum extent permitted by the DGCL.

WeCode ~~may not hold an annual meeting~~ of ~~stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.~~Ethics

InWe ~~accordance~~adopted ~~with~~a ~~Nasdaq~~code ~~corporate~~of ~~governance~~conduct ~~requirements,~~and weethics ~~are~~applicable ~~not required~~ to ~~hold~~our andirectors, ~~annual~~officers ~~meeting~~and ~~until~~employees noin ~~later~~accordance ~~than~~with ~~one~~applicable ~~year~~federal securities ~~after~~laws ~~our~~which ~~first~~was ~~fiscal~~filed ~~year~~with ~~end~~the ~~following~~SEC ~~our~~as ~~listing~~an onexhibit ~~Nasdaq.~~to ~~Under Section 211(b) of~~ the ~~DGCL,~~registration westatement ~~are,~~on ~~however,~~form ~~required~~S-1 tofiled ~~hold an~~with ~~annual meeting of stockholders for~~ the ~~purposes~~SEC ~~of electing directors~~ in ~~accordance~~connection with our ~~bylaws unless such election is made by~~IPO ~~written~~(File ~~consent~~No. in333-260090). ~~lieu~~You ofcan ~~such~~review athe ~~meeting.~~code Weby ~~may~~accessing ~~not~~our ~~hold~~public anfilings ~~annual~~at ~~meeting~~the ofSEC’s ~~stockholders~~web tosite ~~elect~~at ~~new~~www.sec.gov. ~~directors~~In ~~prior~~addition, a tocopy ~~the consummation~~ of ~~our~~the ~~initial~~Code ~~business~~of ~~combination,~~Ethics ~~and~~will ~~thus~~be weprovided ~~may~~without ~~not~~charge beupon inrequest ~~compliance~~from ~~with~~us. ~~Section~~The ~~211(b)~~code of ~~the~~ethics ~~DGCL,~~codifies ~~which~~the ~~requires~~business anand ~~annual meeting.~~ethical ~~Therefore,~~principles ifthat ~~our~~govern ~~stockholders~~all ~~want~~aspects ~~us to hold an annual meeting prior to the consummation~~ of our ~~initial~~ business. ~~combination,~~We ~~they may~~intend ~~attempt~~ to ~~force~~disclose usany amendments to ~~hold~~or ~~one~~waivers byof ~~submitting~~certain anprovisions ~~application~~of toour ~~the Delaware Court~~ Code of ~~Chancery~~Ethics in ~~accordance~~a ~~with~~Current ~~Section~~Report ~~211(c) of~~on ~~the~~Form ~~DGCL~~8-K.

~~RISKS~~Insider ~~RELATED~~Trading ~~TO OUR BOARD, MANAGEMENT TEAM, AND SPONSOR~~Policy

~~Our~~The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, ~~may~~officers, ~~decide~~and ~~not~~employees (or the company itself) that are reasonably designed to ~~enforce~~promote compliance with insider trading laws, rules, and regulations and any applicable listing standards. It also prohibits, unless approved in advance in limited circumstances by the ~~indemnification~~policy ~~obligations~~administrator, the hedging of our ~~sponsor~~securities, ~~resulting~~including inshort asales ~~reduction~~or inpurchases ~~the~~or ~~amount~~sales of ~~funds~~derivative insecurities based on our securities. While the ~~trust~~Company ~~account~~is ~~available~~not ~~for~~subject ~~distribution~~to the insider trading policy, the company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to ~~our~~previously ~~public~~adopted ~~stockholders~~Rule 10b5-1 trading plans.

InRelated ~~the~~Person ~~event~~Transactions ~~that the proceeds in the trust account are reduced below the lesser of: (i) $10.20 per share;~~ and ~~(ii)~~Related ~~the~~Party actual amount per share held in the trust account, as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.Transactions Policy

~~While~~ Generally, we ~~currently~~do ~~expect~~not ~~that~~enter ~~our~~into ~~independent~~related ~~directors~~party ~~would~~transactions ~~take~~unless ~~legal~~the ~~action~~members of onthe ~~our~~Board ~~behalf~~who ~~against~~do ~~our~~not ~~sponsor~~have toan ~~enforce~~interest ~~its~~in ~~indemnification obligations~~the topotential ~~us,~~transaction ithave isreviewed ~~possible~~the transaction and determined that ~~our~~(i) ~~independent~~we ~~directors~~would not be able to obtain better terms by engaging in ~~exercising~~a ~~their~~transaction ~~business~~with ~~judgment~~a non-related party and ~~subject~~(ii) tothe ~~their~~transaction ~~fiduciary duties~~is ~~may~~in ~~choose~~our ~~not~~best tointerest. In doapproving soor inrejecting any ~~particular~~such ~~instance if~~proposal, ~~for~~our ~~example,~~Board ~~the~~considers ~~cost~~all of ~~such~~the ~~legal~~relevant ~~action~~facts isand ~~deemed~~circumstances byof the ~~independent~~related party transaction ~~directors~~and tothe berelated ~~too~~party’s ~~high~~relationship ~~relative~~and tointerest in the ~~amount~~transaction. ~~recoverable~~This orpolicy ifapplies ~~the~~generally ~~independent~~to ~~directors~~any ~~determine~~transaction ~~that~~in awhich we ~~favorable~~are ~~outcome~~to isbe ~~not likely.~~a Ifparticipant ~~our~~and ~~independent~~the ~~directors~~amount ~~choose~~involved ~~not~~exceeds tothe ~~enforce~~lesser ~~these~~of ~~indemnification obligations~~$120,000 ~~the~~or ~~amount~~one percent of ~~funds~~the inaverage ~~the~~of ~~trust~~our ~~account~~total assets at ~~available~~year-end for ~~distribution~~the toprevious ~~our~~two ~~public~~completed ~~stockholders~~fiscal ~~may~~years, beand ~~reduced~~in ~~below~~which ~~$10.20~~any ~~per~~related ~~share~~person had or will have a direct or indirect material interest.

WeThe ~~may~~Company ~~not~~paid ~~have~~no ~~sufficient~~management ~~funds~~fee or commissions to ~~satisfy~~any ~~indemnification~~executives ~~claims~~or ofdirectors ~~our~~in 2025 or 2024. The Company pays compensation for non-employee directors. ~~and~~In ~~executive~~2024, ~~officers~~77,320 RSUs were paid to each of the three non-employee directors.

~~We have~~On ~~agreed~~November to12, ~~indemnify~~2025, ~~our officers and directors to~~ the ~~fullest~~Company ~~extent~~repaid ~~permitted~~in byfull two ~~law.~~term ~~However, our officers~~ and ~~directors~~equipment ~~have agreed~~notes towith ~~waive~~M&T ~~any~~Bank ~~right,~~in ~~title,~~the ~~interest,~~aggregate oramount ~~claim~~ of ~~any~~$1,368,732.49. ~~kind~~To infund orthis torepayment, ~~any monies in~~ the ~~trust~~Company ~~account~~entered ~~and to not seek recourse against~~into ~~the~~a ~~trust~~subordinated ~~account~~term ~~for~~note ~~any~~with ~~reason~~its ~~whatsoever.~~majority ~~Accordingly,~~stockholder ~~any~~in ~~indemnification~~the ~~provided~~principal ~~will~~amount beof ~~able~~$1,268,732.49 ~~to be satisfied by us only if:~~ (~~i) we have sufficient funds outside of~~ the ~~trust~~“Shareholder ~~account; or (ii~~Note”) ~~we consummate an initial business combination~~. ~~Our obligation to indemnify~~ ~~our~~The ~~officers~~Shareholder ~~and~~Note ~~directors~~bears ~~may~~interest ~~discourage~~at ~~stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty~~6.953% ~~These~~per ~~provisions~~annum, ~~also~~amortizes ~~may~~over ~~have~~35 ~~the~~monthly ~~effect~~payments, ofmatures ~~reducing~~on ~~the~~October ~~likelihood~~31, of2028, ~~derivative~~at ~~litigation~~which ~~against~~time all ~~our~~remaining ~~officers~~principal and ~~directors,~~ ~~even~~accrued ~~though~~interest ~~such~~are andue; ~~action, if successful, might otherwise benefit us~~ and ~~our~~is ~~stockholders.~~expressly ~~Furthermore,~~subordinated ato ~~stockholder~~the Company’s ~~investment~~obligations ~~may~~under ~~be adversely affected to~~ the ~~extent~~Amended weand ~~pay~~Restated ~~the~~Credit ~~costs~~Agreement, ofby ~~settlement~~ and ~~damage~~between ~~awards~~the ~~against~~Company ~~our officers~~ and ~~directors pursuant~~M&T toBank ~~these~~(the ~~indemnification~~“Credit ~~provisions~~Agreement”).

~~Past performance~~The byCompany and the ~~members~~majority stockholder entered into a subordination agreement with M&T Bank. The subordination agreement prohibits prepayments of ~~our~~the ~~management~~Shareholder ~~team~~Note orand ~~entities~~restricts payments ~~with~~to ~~which~~interest ~~they~~only, ~~are~~subject orto ~~have~~prior ~~been~~written ~~affiliated~~approval ~~may~~by ~~not~~M&T Bank, which may be ~~indicative~~granted ofor ~~future~~withheld in the Lender’s discretion. ~~performance~~There ofare anno ~~investment~~cross-default inprovisions between the ~~Company~~Shareholder Note and the Credit Agreement.

~~Past performance~~SWI byDISC, ~~the~~Inc. ~~members of our management team in their other endeavors or~~ (the ~~other~~“DISC”) ~~entities~~is ~~with which they are or have been affiliated~~owned isby ~~not~~the amajority ~~guarantee~~stockholder of ~~future~~the ~~success~~Company. WeDuring ~~cannot~~2014, ~~assure~~the ~~you~~Company ~~that~~entered weinto ~~will be able to locate~~ a ~~suitable~~commission ~~candidate~~agreement ~~for~~with ~~our initial business combination or that any business combination we consummate will be successful. You should not rely on~~ the ~~historical~~DISC ~~record~~related ofto ~~our management~~the ~~team~~Company’s ~~performance,~~foreign orsales. ~~the~~Total ~~performance~~commissions ofunder ~~any~~the ~~other~~terms ~~entities with which our management team is or has been affiliated, as indicative~~ of ~~our~~this ~~future~~agreement ~~performance~~amounted orto ~~how~~$0 anfor ~~investment in our company will perform or~~ the ~~returns~~years ~~our~~ended ~~company~~December ~~will~~31, ~~or is likely to, generate~~2025 ~~going~~and ~~forward~~2024. ~~None of our management team has had experience with blank check companies or special purpose acquisition companies in the past.~~

Other than compensation agreements and other arrangements which are described as required under “Executive Officer and Director Compensation of Syntec Optics” and as described above, since January 1, 2024, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer, holder of 5% or more of any class of our capital stock, or any member of their immediate family had or will have a direct or indirect material interest.

Material Legal Proceedings

There are no material legal proceedings in which a director, executive officer, or any associate of these parties is adverse to the Company or has a material interest adverse to the Company.

Family Relationships

There are no family relationships between any of the following:

	●	Director
	●	Executive Officer
	●	Person nominated or chosen to be a director or officer

Legal Events

There are no legal events involving any of the Company’s directors, executive officers, and nominees during the last ten years that are material to the person’s ability or integrity.

Stockholder Communication with the Board of Directors and Attendance at Annual Meetings

The Board maintains a process for stockholders to communicate with the Board and its committees. Stockholders of Syntec Optics and other interested persons may communicate with the Board or the chair of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee by writing to the Secretary of Syntec Optics at 515 Lee Road, Rochester, New York 14606. All communications that relate to matters that are within the scope of the responsibilities of the Board will be presented to the Board no later than the next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chair of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be forwarded to the appropriate officer. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and person who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. our knowledge we believe that all other Section 16(a) filing requirements were met timely in for the year ended December 31, 2025.

WeEXECUTIVE ~~are~~AND ~~dependent~~DIRECTOR ~~upon~~COMPENSATION ~~our~~OF ~~executive~~SYNTEC ~~officers and directors and their departure could adversely affect our ability to operate.~~OPTICS

~~Our~~This ~~operations~~section ~~are~~describes ~~dependent~~the ~~upon~~material acomponents ~~relatively small group~~ of ~~individuals~~the ~~and, in particular, our~~ executive ~~officers~~compensation ~~and~~program ~~directors.~~for Wecertain ~~believe that our success depends on the continued service~~ of ~~our~~Syntec’s executive officers and ~~directors, at least until we have completed our initial~~ ~~business combination~~directors. WeThis dodiscussion ~~not~~may ~~have~~contain anforward- ~~employment~~looking ~~agreement~~statements ~~with,~~that orare ~~key-man~~based ~~insurance~~ on ~~the~~Syntec’s ~~life~~current ofplans, ~~any~~considerations, ~~of our directors or executive~~expectations ~~officers.~~and ~~The~~determinations ~~unexpected~~regarding ~~loss~~future ofcompensation ~~the services of one or more of our directors or executive officers could have a detrimental effect on us~~programs.

~~Our~~There ~~key~~are ~~personnel~~no ~~may negotiate employment or consulting~~ agreements ~~with~~and aarrangements ~~target~~between ~~business~~any indirector ~~connection~~or ~~with~~nominee ~~a particular business combination. These agreements may provide~~ for ~~them~~director, toand ~~receive~~any ~~compensation~~person ~~following~~or ~~our~~entity ~~initial~~other ~~business~~than ~~combination~~the ~~and~~Company ~~as a result, may cause them~~relating to ~~have~~compensation ~~conflicts~~or ofother ~~interest~~payment in ~~determining~~connection ~~whether~~with athe ~~particular~~director ~~business~~or ~~combination~~nominee’s iscandidacy ~~the~~or ~~most advantageous~~service.

~~Our~~The ~~key~~Company ~~personnel~~has ~~may~~not beadopted ~~able~~any topractices ~~remain~~or ~~with~~policies ~~the~~regarding ~~company after~~ the ~~completion~~ability of ~~our~~its ~~initial~~employees, ~~business~~including ~~combination~~officers, ~~only~~or ifdirectors ~~they are able to negotiate employment~~ (or ~~consulting~~any ~~agreements in connection with the initial business combination. Such negotiations would take place simultaneously with the negotiation~~ of ~~the initial business combination and could provide for such individuals to receive compensation~~ intheir ~~the~~designees) ~~form of cash payments and/or our securities for services they would render~~ to uspurchase ~~after the completion of the initial business combination. The personal and~~ financial ~~interests~~instruments of(including ~~such~~prepaid ~~individuals~~variable ~~may~~forward ~~influence~~contracts, ~~their~~equity ~~motivation~~swaps, incollars, ~~identifying~~ and ~~selecting a target~~exchange ~~business. However~~funds), weor ~~believe~~otherwise ~~the~~engage ~~ability~~in oftransactions, ~~such~~that ~~individuals~~hedge toor ~~remain~~offset, ~~with~~or usare ~~after~~designed ~~the completion of our initial business combination will not be the determining factor in our decision as~~ to ~~whether~~hedge or ~~not we will proceed with any potential business combination. There is no certainty~~offset, ~~however, that~~ any ofdecrease ~~our~~in ~~key personnel will remain with us after~~ the ~~completion~~market value of ~~our~~registrant ~~initial~~equity ~~business~~securities ~~combination. We cannot assure you~~ that ~~any~~are of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.either:

~~We may~~● ~~have~~Granted ~~a limited ability~~ to ~~assess~~ the ~~management~~employee ofor adirector ~~prospective target business and,~~ as acompensation. ~~result,~~● ~~may affect our initial business combination with a target business whose management may not have the skills~~Held, ~~qualifications~~directly or ~~abilities to manage a public company~~indirectly, ~~which~~ ~~could,~~by ~~in turn, negatively impact~~ the ~~value~~employee ofor ~~our stockholders’ investment in us~~director.

~~When~~Syntec’s ~~evaluating~~compensation ~~the~~program ~~desirability~~is ofdesigned ~~effecting~~to ~~our~~align ~~initial~~executives’ ~~business~~compensation ~~combination~~ with aSyntec’s ~~prospective target~~ business, ~~our~~objectives ~~ability~~and tothe ~~assess~~creation ~~the~~of ~~target~~stockholder ~~business’s~~value, ~~management~~while ~~may~~helping beSyntec ~~limited~~to ~~due~~continue to ~~a lack of time~~attract, ~~resources~~motivate orand ~~information.~~retain ~~Our~~individuals ~~assessment~~who ofcontribute to the ~~capabilities~~long-term success of the ~~target~~company. Syntec’s ~~management,~~compensation ~~therefore,~~for ~~may~~its ~~prove~~executive toofficers bewill ~~incorrect~~have ~~and~~three ~~such~~primary ~~management~~components: ~~may~~base ~~lack the skills~~salary, ~~qualifications~~an orannual ~~abilities~~cash weincentive ~~suspected.~~bonus ~~Should the target’s management not possess the skills~~opportunity, ~~qualifications or abilities necessary to manage a public company, the operations~~ and ~~profitability~~long-term ~~of the post~~equity-~~combination~~ ~~business~~based ~~may~~incentive ~~be negatively impacted~~compensation. ~~Accordingly,~~We ~~any~~do ~~stockholders~~not ~~who~~currently ~~choose to~~maintain ~~remain~~formal ~~stockholders~~employment ~~following~~agreements with ~~the~~our ~~initial~~executive ~~business~~officers. ~~combination~~All ~~could~~executive ~~suffer~~officers aare ~~reduction~~employed inon ~~the~~an ~~value~~at-will ofbasis ~~their~~with ~~shares.~~compensation ~~Such~~reviewed ~~stockholders are~~periodically ~~unlikely~~by tothe ~~have a remedy for such reduction in value~~Compensation Committee.

~~Our officers~~The following table sets forth the names and ~~directors~~positions ~~will~~of: ~~allocate~~(i) ~~their~~each ~~time~~person who toserved as our principal executive officer during the year ended December 31, 2025, (ii) the two most highly compensated executive officers, other ~~businesses~~than ~~thereby~~our ~~causing~~principal ~~conflicts~~executive ofofficer, ~~interest~~who inwere ~~their~~serving ~~determination~~as executive officers, as todetermined in accordance with the rules ~~how~~and ~~much~~regulations ~~time~~promulgated toby ~~devote~~the SEC, as of December 31, 2025, (iii) up to ~~our~~two ~~affairs.~~additional ~~This~~individuals ~~conflict~~for ofwhom ~~interest~~disclosure ~~could~~would have been aprovided ~~negative~~pursuant ~~impact~~to onclause ~~our~~(ii) ~~ability~~but tofor ~~complete~~the fact that the person was not serving as our ~~initial~~executive officer at December 31, 2025 (collectively ~~business~~our ~~combination.~~“named executive officers” or the “NEOs”):

~~Our~~Summary ~~officers~~Compensation ~~and~~Table directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for an initial business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he or she may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our officers and directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see the section of this prospectus entitled “Management — Directors and Officers.”

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Total ($)
Al Kapoor	2024		48,103		-		-		-		-		-		-		48,103
Chief Executive Officer and Chairman	2025		135,000		-		-		-		-		-		-		135,000
Dean Rudy	2024		81,098		-		-		-		-		-		1,621		82,719
Chief Financial Officer and Director	2025		167,970		-

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