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 March 31, 2022

☐ 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 May 23, 2022, 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 MARCH 31, 2022

TABLE OF CONTENTS

			Page
Part I. Financial Information			1
	Item 1. Interim Financial Statements		1
		Condensed Balance Sheets as of March 31, 2022(Unaudited) and December 31, 2021	1
		Condensed Statements of Operations for the three Months ended March 31, 2022 and 2021 (Unaudited)	2
		Condensed Statements of Changes in Stockholders’ Deficit for the three Months ended March 31, 2022 and 2021 (Unaudited)	3
		Condensed Statements of Cash Flows for the three Months ended March 31, 2022 and 2021 (Unaudited)	4
		Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		22
	Item 4. Controls and Procedures		22
Part II. Other Information			23
	Item 1. Legal Proceedings		23
	Item 1A. Risk Factors		23
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
	Item 3. Defaults Upon Senior Securities		23
	Item 4. Mine Safety Disclosures		23
	Item 5. Other Information		23
	Item 6. Exhibits		23
Part III. Signatures			24

	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	160,052		$	628,006
Prepaid expenses		229,276			256,768
Total Current Assets		389,328			884,774

Marketable securities held in Trust Account		103,544,060			103,542,974
TOTAL ASSETS	$	103,933,388		$	104,427,748

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	215,871		$	342,002
Total Current Liabilities		215,871			342,002

Deferred underwriting payable		3,623,214			3,623,214
Total Liabilities		3,839,085			3,965,216

Commitments

Class A common stock subject to possible redemption, 10,352,040 shares at redemption value at March 31, 2022 and December 31, 2021		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 March 31, 2022 and December 31, 2021		51			51
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,588,010 shares issued and outstanding at March 31, 2022 and December 31, 2021		259			259
Additional paid-in capital		247,500			202,500
Accumulated deficit		(3,673,909	)		(3,260,680	)
Total Stockholders’ Deficit		(3,426,099	)		(3,057,870	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	103,933,388		$	104,427,748

	For The Three Months Ended March 31,
	2022			2021
General and administrative expenses	$	369,315		$	421,672
Stock-based compensation expense		45,000			45,000
Loss from operations		(414,315	)		(466,672	)

Other income:
Interest earned on investments held in Trust Account		1,086			7,345
Unrealized gain on investments held in Trust Account		—			544
Total other income, net		1,086			7,889

Net loss	$	(413,229	)	$	(458,783	)

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	)	$	(0.03	)
Basic and diluted weighted average shares outstanding, Class B common stock		2,588,010			2,588,010
Basic and diluted net loss per share, Class B common stock	$	(0.03	)	$	(0.03	)

	FOR THE THREE MONTHS ENDED MARCH 31, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		507,041	$	51		2,588,010	$	259	$	202,500	$	(3,260,680	)	$	(3,057,870	)

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

Net loss		—		—		—		—		—		(413,229	)		(413,229	)

Balance – March 31, 2022		507,041	$	51		2,588,010		259	$	247,500	$	(3,673,909	)	$	(3,426,099	)

	Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(413,229	)	$	(458,783	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		45,000			45,000
Interest earned on investments held in Trust Account		(1,086	)		(7,345	)
Unrealized loss on investment held in Trust Account		—			(544	)
Changes in operating assets and liabilities:
Prepaid expenses		27,492			32,217
Accounts payable and accrued expenses		(126,131	)		149,124
Net cash used in operating activities		(467,954	)		(240,331	)

Cash Flows from Financing Activities:
Payment of offering costs		—			(35,382	)
Net cash used in financing activities		—			(35,382	)

Net Change in Cash		(467,954	)		(275,713	)
Cash – Beginning of period		628,006			1,889,565
Cash – End of period	$	160,052		$	1,613,852

Statement of Operations for Three Months Ended March 31, 2021	As Previously Reported		Adjustment			As Revised
Basic and diluted weighted average shares outstanding, Class A common stock	$	10,352,040	$	507,041		$	10,859,081
Basic and diluted weighted average shares outstanding, Class B common stock	$	3,095,051	$	(507,041	)	$	2,588,010

Gross proceeds	$	103,520,402
Less:
Class A common stock issuance costs	$	(6,168,023	)
Plus:
Accretion of carrying value to redemption value	$	6,168,023

Class A common stock subject to possible redemption	$	103,520,402

	Number of Shares
Unvested Shares Outstanding at August 27, 2020 (inception)		—
Granted		248,000
Forfeited		—
Vested		(80,000	)
Unvested Outstanding at March 31, 2022		168,000

Description	Level		March 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account		1	$	103,544,060	$	103,542,974

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: May 23, 2022	By:	/s/ Rekha Hemrajani
	Name:	Rekha Hemrajani
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Jiya Acquisition Corp.