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 September 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 November 19, 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 SEPTEMBER 30, 2021

TABLE OF CONTENTS

			Page
Part I. Financial Information			1
	Item 1. Interim Financial Statements		1
		Condensed Balance Sheets as of September 30, 2021(Unaudited) and December 31, 2020 (unaudited, restated)	1
		Condensed Statements of Operations for the three and Nine Months ended September 30, 2021 and for the period from August 27, 2020 (inception) through September 30, 2020 (Unaudited)	2
		Condensed Statements of Changes in Stockholders’ Equity for the three and Nine Months ended September 30, 2021 and for the period from August 27, 2020 (inception) through September 30, 2020 (Unaudited)	3
		Condensed Statement of Cash Flows for the three and Nine Months ended September 30, 2021 and for the period from August 27, 2020 (inception) through September 30, 2020 (Unaudited)	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		21
	Item 4. Controls and Procedures		21
Part II. Other Information			22
	Item 1. Legal Proceedings		22
	Item 1A. Risk Factors		22
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
	Item 3. Defaults Upon Senior Securities		22
	Item 4. Mine Safety Disclosures		22
	Item 5. Other Information		22
	Item 6. Exhibits		22
Part III. Signatures			23

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.

Interim Financial Statements.

JIYA ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(unaudited)			(unaudited, restated)
ASSETS
Current assets
Cash	$	1,007,438		$	1,889,565
Prepaid expenses		332,417			521,067
Total Current Assets		1,339,855			2,410,632

Cash and Marketable securities held in Trust Account		103,535,018			103,522,529
TOTAL ASSETS	$	104,874,873		$	105,933,161

LIABILITIES, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	231,994		$	50,892
Accrued offering costs		—			50,832
Due to Sponsor		174			2,305
Promissory note – related party		—			348
Total Current Liabilities		232,168			104,377

Deferred underwriting payable		3,623,214			3,623,214
Total Liabilities		3,855,382			3,727,591

Commitments

Class A common stock subject to possible redemption, 10,352,040 shares at redemption value at September 30, 2021 and December 31, 2020.		103,520,402			103,520,402

Stockholders’ Deficit
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; 507,041 shares issued and outstanding at September 30, 2021 and December 31, 2020		51			51
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,588,010 shares issued and outstanding at September 30, 2021 and December 31, 2020		259			259
Additional paid-in capital		157,500			22,500
Accumulated deficit		(2,658,721	)		(1,337,642	)
Total Stockholders’ Deficit		(2,500,911	)		(1,314,832	)
TOTAL LIABILITIES, AND STOCKHOLDERS’ DEFICIT	$	104,874,873		$	105,933,161

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

JIYA ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended September 30,			Nine months Ended September 30,			For the Period from August 27, 2020 (Inception) through September 30,
	2021			2021			2020
General and administrative expenses	$	371,708		$	1,198,568		$	1,431
Stock-based compensation expense		45,000			135,000			—
Loss from operations		(416,708	)		(1,333,568	)		(1,431	)

Other income:
Interest earned on investments held in Trust Account		3,221			13,714			—
Unrealized gain (loss) on investments held in Trust Account		2,516			(1,225	)		—
Total other income, net		5,737			12,489			—

Loss before income taxes		(410,971	)		(1,321,079	)		(1,431	)
Benefit from (provision for) income taxes		—			—			—
Net loss	$	(410,971	)	$	(1,321,079	)	$	(1,431	)

Basic and diluted weighted average shares outstanding, Class A common stock		10,859,081			10,859,081			—
Basic and diluted net loss per share, Class A common stock	$	(0.03	)	$	(0.10	)	$	—
Basic and diluted weighted average shares outstanding, Class B common stock		2,588,010			2,588,010			2,500,000
Basic and diluted net loss per share, Class B common stock	$	(0.03	)	$	(0.10	)	$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

JIYA ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(RESTATED)

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance — January 1, 2021 (As Restated)		507,041	$	51		2,588,010	$	259	$	22,500	$	(1,337,642	)	$	(1,314,832	)

Stock-based compensation expense		—		—		—		—		45,000		—			45,000

Net loss		—		—		—		—		—		(458,783	)		(458,783	)
Balance – March 31, 2021 (As Restated)		507,041	$	51		2,588,010		259	$	67,500	$	(1,796,425	)	$	(1,728,615	)

Stock-based compensation expense		—		—		—		—		45,000		—			45,000

Net loss		—		—		—		—		—		(451,325	)		(451,325	)
Balance – June 30, 2021 (As Restated)		507,041	$	51		2,588,010		259	$	112,500	$	(2,247,750	)	$	(2,134,940	)

Stock-based compensation expense		—		—		—		—		45,000		—			45,000

Net loss		—		—		—		—		—		(410,971	)		(410,971	)
Balance — September 30, 2021		507,041	$	51		2,588,010	$	259	$	157,500	$	(2,658,721	)	$	(2,500,911	)

FOR THE PERIOD FROM AUGUST 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance — August 27, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B common stock to Sponsor		—		—		2,875,000		287		24,713		—			25,000

Net loss		—		—		—		—		—		(1,431	)		(1,431	)
Balance — September 30, 2020		—	$	—		2,875,000		287	$	24,713	$	(1,431	)	$	23,569

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

JIYA ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine months Ended September 30,			For the Period from August 27, 2020 (Inception) Through September 30,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(1,321,079	)	$	(1,431	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		135,000			—
Interest earned on investments held in Trust Account		(13,714	)		—
Unrealized loss on investment held in Trust Account		1,225			—
Changes in operating assets and liabilities:
Prepaid expenses		188,650			—
Accounts payable and accrued expenses		181,102			1,431
Net cash used in operating activities		(828,816	)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Funds sent to SPAC instead of Sponsor		174			—
Repayment of Funds to Sponsor		(2,305	)		—
Proceeds from promissory note – related party		—			348
Repayment of promissory note – related party		(348	)		—
Payment of offering costs		(50,832	)		(13,241	)
Net cash (used in) provided by financing activities		(53,311	)		12,107

Net Change in Cash		(882,127	)		12,107
Cash – Beginning of period		1,889,565			—
Cash – End of period	$	1,007,438		$	12,107

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	45,000

Supplemental Disclosure:
Taxes paid for Delaware Franchise Tax	$	24,366		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

SEC Form 10-Q filed by Jiya Acquisition Corp.