UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 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)

(650) 285-4270

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 Exchange Act). Yes ☒ No ☐

As of August 16, 2021, there were 10,859,081 shares of Class A common stock, $0.0001 par value and 2,588,010 shares of Class B common stock, $0.0001 par value, issued and outstanding.

JIYA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information			1
	Item 1. Interim Financial Statements		1
		Condensed Balance Sheets as of June 30, 2021(Unaudited) and December 31, 2020	1
		Condensed Statements of Operations for the three and six months ended June 30, 2021 (Unaudited)	2
		Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 (Unaudited)	3
		Condensed Statement of Cash Flows for the three and six months ended June 30, 2021 (Unaudited)	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		16
	Item 4. Controls and Procedures		16
Part II. Other Information			16
	Item 1. Legal Proceedings		16
	Item 1A. Risk Factors		16
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		16
	Item 3. Defaults Upon Senior Securities		17
	Item 4. Mine Safety Disclosures		17
	Item 5. Other Information		17
	Item 6. Exhibits		17
Part III. Signatures			18

	June 30, 2021			December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash	$	1,195,938		$	1,889,565
Prepaid expenses		418,792			521,067
Total Current Assets		1,614,730			2,410,632

Cash and Marketable securities held in Trust Account		103,529,281			103,522,529
TOTAL ASSETS	$	105,144,011		$	105,933,161

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	135,335		$	50,892
Accrued offering costs		—			50,832
Due to Sponsor		—			2,305
Promissory note – related party		—			348
Total Current Liabilities		135,335			104,377

Deferred underwriting payable		3,623,214			3,623,214
Total Liabilities		3,758,549			3,727,591

Commitments

Class A common stock subject to possible redemption, 9,638,545 and 9,720,556 shares at redemption value at June 30, 2021 and December 31, 2020, respectively		96,385,452			97,205,562

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,220,536 and 1,138,525 shares issued and outstanding (excluding 9,638,545 and 9,720,556 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		122			114
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,588,010 shares issued and outstanding at June 30, 2021 and December 31, 2020		259			259
Additional paid-in capital		6,174,456			5,264,354
Accumulated deficit		(1,174,827	)		(264,719	)
Total Stockholders’ Equity		5,000,010			5,000,008
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	105,144,011		$	105,933,161

	Three Months Ended June 30,			Six Months Ended June 30,
	2021			2021
General and administrative expenses	$	405,188		$	826,860
Stock-based compensation expense		45,000			90,000
Loss from operations		(450,188	)		(916,860	)

Other (expense) income:
Interest earned on marketable securities held in Trust Account		3,148			10,493
Unrealized loss on marketable securities held in Trust Account		(4,285	)		(3,741	)
Total other (expense) income, net		(1,137	)		6,752
Loss before income taxes		(451,325	)		(910,108	)
Provision for income taxes		—			—
Net loss	$	(451,325	)	$	(910,108	)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		9,679,178			9,703,362
Basic and diluted net income per share, common stock subject to redemption	$	0.00		$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		3,767,913			3,747,338
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.12	)	$	(0.24	)

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance — January 1, 2021		1,138,525	$	114		2,588,010	$	259	$	5,264,354	$	(264,719	)	$	5,000,008
Change in value of common stock subject to possible redemption		41,378		4		—		—		413,776		—			413,780
Stock-based compensation expense		—		—		—		—		45,000		—			45,000
Net loss		—		—		—		—		—		(458,783	)		(458,783	)
Balance – March 31, 2021		1,179,903	$	118		2,588,010	$	259	$	5,723,130	$	(723,502	)	$	5,000,005
Change in value of common stock subject to possible redemption		40,633		4		—		—		406,326		—			406,330
Stock-based compensation expense		—		—		—		—		45,000		—			45,000
Net loss		—		—		—		—		—		(451,325	)		(451,325	)
Balance – June 30, 2021		1,220,536	$	122		2,588,010	$	259	$	6,174,456	$	(1,174,827	)	$	5,000,010

Cash Flows from Operating Activities:
Net loss	$	(910,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		90,000
Interest earned on marketable securities held in Trust Account		(10,493	)
Unrealized gain on marketable securities held in Trust Account		3,741
Changes in operating assets and liabilities:
Prepaid expenses		102,275
Accrued expenses		84,443
Net cash used in operating activities		(640,142	)
Cash Flows from Financing Activities:
Repayment of funds to sponsor		(2,305	)
Repayment of promissory note – related party		(348	)
Payment of offering costs		(50,832	)
Net cash used in financing activities		(53,485	)
Net Change in Cash		(693,627	)
Cash – Beginning of period		1,889,565
Cash – End of period	$	1,195,938
Non-Cash investing and financing activities:
Change in value of common stock subject to possible redemption	$	(820,110	)

	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,931		$	9,770
Unrealized (loss) on marketable securities held in Trust Account		(3,990	)		(3,483	)
Less: Company’s portion available to pay taxes		—			(6,287	)
Net loss attributable to Class A common stock subject to redemption	$	(1,059	)	$	—
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		9,679,178			9,703,362
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00		$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(451,325	)	$	(910,108	)
Add: Net loss attributable to Class A common stock subject to possible redemption		1,059			—
Non-Redeemable Net Income Loss	$	(450,188	)	$	(910,108	)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		3,767,913			3,747,338
Basic and diluted net loss per share, Non-redeemable Common stock	$	(0.12	)	$	(0.24	)

	Number of Shares
Unvested Shares Outstanding at December 31, 2020		248,000
Granted		—
Forfeited		—
Vested		—
Unvested Outstanding at June 30, 2021		248,000

Description	Level		June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	103,529,281	$	103,522,529

No.	Description of Exhibit
31.1*	Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

	JIYA ACQUISITION CORP.

Date: August 16, 2021	By:	/s/ Rekha Hemrajani
	Name:	Rekha Hemrajani
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Jiya Acquisition Corp.