UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission File Number 001-39719

JIYA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-2789517
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
628 Middlefield Road Palo Alto, CA		94301
(Address of Principal Executive Offices)		Zip Code

Registrant’s telephone number, including area code: +1 650-285-4270

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Shares of Class A common stock, par value $0.0001		JYAC		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

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	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of June 30, 2021 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of its voting and non-voting common equity held by non-affiliates was $102,899,278 based upon the closing sales price of the registrant’s Class A common stock as reported on The Nasdaq Stock Market. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant of which the registrant is aware are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of April 15, 2022, 10,859,081 shares of Class A common stock, par value $0.0001 per share, and 2,588,010 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None

JIYACQUISITION CORP.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iii
PART I		1
	Item 1. Business	1
	Item 1A. Risk Factors	17
	Item 1B. Unresolved Staff Comments	45
	Item 2. Property	45
	Item 3. Legal Proceedings	45
	Item 4. Mine Safety Disclosure	45
PART II		46
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
	Item 6. [Reserved]	47
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	51
	Item 8. Financial Statements and Supplementary Data	51
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
	Item 9A. Controls and Procedures.	51
	Item 9B. Other Information.	52
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52
PART III		53
	Item 10. Directors, Executive Officers and Corporate Governance	53
	Item 11. Executive Officer and Director Compensation.	62
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
	Item 13. Certain Relationships and Related Transactions, and Director Independence	66
PART IV		69
	Item 15. Exhibits, Financial Statement Schedules	69
	Item 16. Form 10-K Summary	70
INDEX TO FINANCIAL STATEMENTS		F-1

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

SEC Form 10-K filed by Jiya Acquisition Corp.