10-K/A 1 brhc10031382_10ka.htm 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(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, 2020

☐ 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, 2020 (the last business day of the registrant’s second fiscal quarter), the registrant was not a public company and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of February 18, 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

EXPLANATORY NOTE

Jiya Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to the Annual Report on Form 10-K, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 (the “Original Filing”), to restate our financial statements as of and for the period from August 27, 2020 (inception) through December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021 (the “Original Financial Statements”).

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its common stock subject to possible redemption. The Company previously determined the value of such common stock to be equal to the redemption value of such shares of common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of common stock issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its shares of common stock subject to possible redemption should reflect the possible redemption of all shares of common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of common stock.

In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company.

As a result, on November 18, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm, management and the audit committee of the Company’s board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.

The Company has not amended its Current Report on Form 8-K filed on November 30, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statement and related financial information contained in such previously filed report should no longer be relied upon.

The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, the Management Discussion & Analysis, Risk Factors, Item 9a and Item 8 have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, and 32.1) to this Amendment under Item 15 of Part IV hereof.

Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.

Items Amended In This Amendment

For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:

•

Part I – Item 1A. Risk Factors.

•

Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•

Part II – Item 8. Financial Statements and Supplementary Data.

•

Part II – Item 9A. Controls and Procedures.

•

Part IV – Item 15. Exhibits, Financial Statement Schedules.

This Amendment does not reflect adjustments for events occurring after March 31, 2021, the date of the filing of the Original Filing, except to the extent they are otherwise required to be included and discussed herein and did not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. This Amendment should be read in conjunction with the Company’s Current Reports on Form 8-K filed with the SEC since the date of filing of the Original Filing and all of the Company’s filings after the date hereof.

JIYACQUISITION CORP.
ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS¹

		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. Properties	45
	Item 3. Legal Proceedings	45
	Item 4. Mine Safety Disclosures	45
PART II		46
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
	Item 6. Selected Financial Data	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	50
	Item 8. Financial Statements and Supplementary Data	50
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
	Item 9A. Controls and Procedures.	50
	Item 9B. Other Information.	51
PART III		52
	Item 10. Directors, Executive Officers and Corporate Governance	52
	Item 11. Executive Compensation.	61
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62
	Item 13. Certain Relationships and Related Transactions, and Director Independence	64
	Item 14. Principal Accounting Fees and Services	66
PART IV		68
	Item 15. Exhibits, Financial Statement Schedules	68
	Item 16. Form 10-K Summary	69
INDEX TO FINANCIAL STATEMENTS		F-1

¹ NTD: Page references to be updated based on final disposition.

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

Name	Age	Position
Srinivas Akkaraju, M.D., Ph.D.	53	Chairman
Rekha Hemrajani	51	Director and Chief Executive Officer
Richard Van Doren	44	Director, Secretary and Chief Financial Officer
Cory Freedland, Ph.D.	45	Director and Chief Investment Officer
Perry Karsen	65	Director
Dr. Pamela Klein	58	Director
Daniel Spiegelman	62	Director
Dr. Steve Kelsey	60	Director
Mayank Gandhi, M.D.	43	Vice President, Corporate Development

Individual	Entity	Entity’s Business	Affiliation
Srinivas Akkaraju, M.D., Ph.D.	Samsara BioCapital, LLC	Investment Adviser	Managing Member
	Samsara BioCapital GP, LLC	Investment Adviser	Managing Member
	A2 Biotherapeutics, Inc.	Biopharma	Director
	Autobahn Labs, Inc.	Biotech incubator	Director
	Chinook Therapeutics, Inc. (NASD: KDNY)	Biopharma	Director
	Codex Health, Inc.	Digital Health	Chairman of the Board
	Dewpoint Therapeutics, Inc.	Biopharma	Director
	Intercept Pharmaceutical, Inc. (NASD: ICPT)	Biopharma	Director
	MiroBio, Ltd

SEC Form 10-K/A filed by Jiya Acquisition Corp. (Amendment)