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, 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 August 31, 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 JUNE 30, 2022

TABLE OF CONTENTS

			Page
Part I. Financial Information			1
	Item 1. Interim Financial Statements		1
		Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
		Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2
		Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3
		Condensed Statements of Cash Flows for the Six Months Ended June 30, 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

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	235,730		$	628,006
Prepaid expenses		143,534			256,768
Total Current Assets		379,264			884,774

Marketable securities held in Trust Account		103,693,408			103,542,974
TOTAL ASSETS	$	104,072,672		$	104,427,748

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	339,735		$	342,002
Income taxes payable		2,057			—
Promissory note – related party		250,000			—
Total Current Liabilities		591,792			342,002

Deferred underwriting payable		3,623,214			3,623,214
Total Liabilities		4,215,006			3,965,216

Commitments

Class A common stock subject to possible redemption, 10,352,040 shares at redemption value of $10.00 at June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021		259			259
Additional paid-in capital		292,500			202,500
Accumulated deficit		(3,955,546	)		(3,260,680	)
Total Stockholders’ Deficit		(3,662,736	)		(3,057,870	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	104,072,672		$	104,427,748

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
General and administrative expenses	$	383,928		$	405,188		$	753,243		$	826,860
Stock-based compensation expenses		45,000			45,000			90,000			90,000
Loss from operations		(428,928	)		(450,188	)		(843,243	)		(916,860	)

Other income (expense):
Interest earned on marketable securities held in Trust Account		149,348			3,148			150,434			10,493
Unrealized loss on marketable securities held in Trust Account		—			(4,285	)		—			(3,741	)
Total Other income (expense), net		149,348			(1,137	)		150,434			6,752

Loss before provision for income taxes		(279,580	)		(451,325	)		(692,809	)		(910,108	)
Provision for income taxes		(2,057	)		—			(2,057	)		—
Net loss	$	(281,637	)	$	(451,325	)	$	(694,866	)	$	(910,108	)

Basic and diluted weighted average shares outstanding, Class A common stock		10,859,081			10,859,081			10,859,081			10,859,081

Basic and diluted net loss per share, Class A common stock	$	(0.02	)	$	(0.03	)	$	(0.05	)	$	(0.07	)

Basic and diluted weighted average shares outstanding, Class B common stock		2,588,010			2,588,010			2,588,010			2,588,010

Basic and diluted net loss per share, Class B common stock	$	(0.02	)	$	(0.03	)	$	(0.05	)	$	(0.07	)

	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	)
Stock-based compensation expense		—		—		—		—		45,000		—			45,000
Net loss		—		—		—		—		—		(281,637	)		(281,637	)
Balance – June 30, 2022		507,041	$	51		2,588,010	$	259	$	292,500	$	(3,955,546	)	$	(3,662,736	)

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2021		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		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		507,041	$	51		2,588,010	$	259	$	112,500	$	(2,247,750	)	$	(2,134,940	)

	For the Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(694,866	)	$	(910,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		90,000			90,000
Interest earned on marketable securities held in Trust Account		(150,434	)		(10,493	)
Unrealized loss on marketable securities held in Trust Account		—			3,741
Changes in operating assets and liabilities:
Prepaid expenses		113,234			102,275
Accounts payable and accrued expenses		(2,267	)		84,443
Income taxes payable		2,057			—
Net cash used in operating activities		(642,276	)		(640,142	)

Cash Flows from Financing Activities:
Repayment of funds to sponsor		—			(2,305	)
Proceeds from promissory note – related party		250,000			—
Repayment of promissory note – related party		—			(348	)
Payment of offering costs		—			(50,832	)
Net cash provided by (used in) financing activities		250,000			(53,485	)

Net Change in Cash		(392,276	)		(693,627	)
Cash – Beginning of period		628,006			1,889,565
Cash – End of period	$	235,730		$	1,195,938

Statement of Operations for the Three and Six Months Ended June 30, 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
Common stock subject to possible redemption	$	103,520,402

	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021						Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(227,434	)	$	(54,203	)	$	(364,464	)	$	(86,861	)	$	(561,133	)	$	(133,733	)	$	(734,950	)	$	(175,158	)
Denominator:
Basic and diluted weighted average common stock outstanding		10,859,081			2,588,010			10,859,081			2,588,010			10,859,081			2,588,010			10,859,081			2,588,010
Basic and diluted net loss per common stock	$	(0.02	)	$	(0.02	)	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.05	)	$	(0.07	)	$	(0.07	)

SEC Form 10-Q filed by Jiya Acquisition Corp.