|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
||
|
|
|
Large accelerated filer
|
☐
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Accelerated filer
|
☐ | |
|
☒ |
Smaller reporting company
|
||
Emerging growth company
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Page
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1 |
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1 |
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1
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2
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3
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4
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5
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14
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16 |
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16 |
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16 |
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16 |
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16 |
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16 |
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17 |
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17 |
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17 |
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17 |
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18 |
Item 1. |
Interim Financial Statements.
|
June 30,
2021
|
December 31,
2020
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Cash and Marketable securities held in Trust Account
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Due to Sponsor
|
|
|
||||||
Promissory note – related party
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Deferred underwriting payable
|
|
|||||||
Total Liabilities
|
|
|
||||||
Commitments
|
||||||||
Class A common stock subject to possible redemption,
|
|
|
||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity
|
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
|
$
|
|
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2021 |
2021 | |||||||
General and administrative expenses |
$ | $ | ||||||
Stock-based compensation expense
|
|
|||||||
Loss from operations
|
( |
) |
(
|
)
|
||||
Other (expense) income:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
|
|||||||
Unrealized loss on marketable securities held in Trust Account |
( |
) |
(
|
)
|
||||
Total other (expense) income, net
|
( |
) |
|
|||||
Loss before income taxes
|
( |
) |
(
|
)
|
||||
Provision for income taxes | ||||||||
Net loss
|
$ | ( |
) |
$
|
(
|
)
|
||
Basic and diluted weighted average shares outstanding, common stock subject to redemption
|
||||||||
Basic and diluted net income per share, common stock subject to redemption
|
$ | $ | ||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
||||||||
Basic and diluted net loss per share, Non-redeemable common stock
|
$ | ( |
) | $ | ( |
) |
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
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in value of common stock subject to possible redemption
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance – March 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in value of common stock subject to possible redemption | ||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | ||||||||||||||||||||||||||
Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance – June 30, 2021 | $ | $ | $ | $ | ( |
) | $ |
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Stock-based compensation expense
|
|
|||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
||
Unrealized gain on marketable securities held in Trust Account
|
|
|||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
|
|||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Repayment of funds to sponsor | ( |
) | ||
Repayment of promissory note – related party | ( |
) | ||
Payment of offering costs
|
(
|
)
|
||
Net cash used in financing activities
|
(
|
)
|
||
Net Change in Cash
|
( |
) | ||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash investing and financing activities:
|
||||
Change in value of common stock subject to possible redemption
|
$
|
(
|
)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
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
|
$
|
|
$ | |||||
Unrealized (loss) on marketable securities held in Trust Account
|
( |
) | ( |
) | ||||
Less: Company’s portion available to pay taxes
|
|
( |
) | |||||
Net loss attributable to Class A common stock subject to redemption
|
$
|
(
|
)
|
$ | ||||
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
|
||||||||
Basic and diluted net income per share, Class A common stock subject to possible redemption
|
$ | $ | ||||||
Non-Redeemable Common Stock
|
||||||||
Numerator: Net Loss minus Net Earnings
|
||||||||
Net loss
|
$
|
(
|
)
|
$ | ( |
) | ||
Add: Net loss attributable to Class A common stock subject to possible redemption
|
||||||||
Non-Redeemable Net Income Loss
|
$
|
(
|
)
|
$ | ( |
) | ||
Denominator: Weighted Average Non-redeemable Common stock
|
||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock
|
||||||||
Basic and diluted net loss per share, Non-redeemable Common stock
|
$ | ( |
) | $ | ( |
) |
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Number of
Shares
|
||||
Unvested Shares Outstanding at December 31, 2020
|
|
|||
Granted
|
|
|||
Forfeited
|
|
|||
Vested
|
|
|||
Unvested Outstanding at June 30, 2021
|
|
|
Level 1:
|
Quoted prices in active
markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an
ongoing basis.
|
|
Level 2:
|
Observable inputs other
than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3:
|
Unobservable inputs based
on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Table of Contents |
JIYA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
|
Description
|
Level
|
June 30,
2021
|
December 31,
2020
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account
|
1
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use
of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
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.
|
|
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.
|
|
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.
|
|
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
|
* |
Filed herewith.
|
|
JIYA ACQUISITION CORP.
|
|
|
|
|
Date: August 16, 2021
|
By:
|
/s/ Rekha Hemrajani
|
|
Name:
|
Rekha Hemrajani
|
|
Title:
|
Chief Executive Officer
|