Syntec Optics Holdings Inc-A美股招股说明书(2026-07-29版)

30,706,090 Shares of Class A Common Stock This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to 30,706,090 shares of class A common stock, parvalue $0.0001 per share (the “common stock” or “common shares”) of Syntec Optics Holdings, Inc. (the “Company,” “Syntec,” “we,” “our,” or “us”). The shares of common stock covered by this prospectus are currently issued and outstanding shares of our common stock. We are not issuing any new sharesunder this registration statement and will not receive any proceeds from the sale of shares by the selling stockholders. The shares of common stock are being registered for resale pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of October31, 2023, by and among OmniLit Sponsor LLC, a Delaware limited liability company, OmniLit’s officers, directors, initial stockholders, certain non-redemptionagreement investors and certain Legacy Syntec (as defined herein) stockholders (the “Registration Rights Agreement”), which we entered into in connection with theCompany’s business combination consummated in October 2023. The selling stockholders consist of our Chairman and Chief Executive Officer and certain members ofour Board of Directors. The registration of these shares of common stock does not mean that any selling stockholder will sell any shares. The selling stockholders may sell all, some,or none of the shares covered by this prospectus from time to time in their discretion. Any sales may be made at prevailing market prices, negotiated prices, or otherprices determined at the time of sale. We provide additional information regarding the selling stockholders and the methods by which they may sell their shares underthe headings “Selling Stockholders” and “Plan of Distribution.” Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “OPTX.” The selling stockholders will receive all proceeds from any sales of shares pursuant to this prospectus. We will not receive any proceeds from the sale of sharesby the selling stockholders. We have agreed to bear certain expenses associated with the registration of the shares covered by this prospectus. No underwriter or otherperson has been engaged to facilitate the sale of the common stock in this offering. The sale of a substantial number of shares of common stock into the public market, or the perception that such sales may occur, could adversely affect themarket price of our common stock. See “Risk Factors” beginning on page 5 for a discussion of risks that should be considered before investing in our common stock. Certain of the selling stockholders may be subject to contractual transfer restrictions, including restrictions contained in lock-up agreements entered into inconnection with the Company’s public offering completed on April 30, 2026. Such restrictions may limit the timing of sales by those stockholders until the applicablerestrictions expire. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and are eligible to take advantage ofcertain reduced public company reporting requirements. See “Prospectus Summary – Implications of Being a Smaller Reporting Company” and “Prospectus Summary– Implications of Being an Emerging Growth Company.” Investing in our common stock involves a high degree of risk. You should carefully consider the information contained in this prospectus, includingthe section entitled “Risk Factors,” before making an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedwhether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 29, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS17SELLING STOCKHOLDERS18PLAN OF DISTRIBUTION19DIVIDEND POLICY19BUSINESS20MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS31MANAGEMENT43CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS50DESCRIPTION OF SECURITIES55U.S. FEDERAL INCOME TAX CONSIDERATIONS58DETERMINATION OF PRICE OF OFFERING61LEGAL MATTERS61EXPERTS61WHERE YOU CAN FIND ADDITIONAL INFORMATION61 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take noresponsibility for any other information others may give to you. We are not, and any engaged underwriters are not, making an offer to sell securities in anyjurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date otherthan 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” an