Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On June 13, 2022, Jiya Acquisition Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the amount of up to $1,500,000 to Samsara
BioCapital, L.P. (the "Lender"). The proceeds of the Note, which may be drawn
down from time to time until the Company consummates its initial business
combination, will be used as general working capital purposes.
The Note bears no interest and is payable in full upon the earlier to occur of
(i) November 23, 2022 or (ii) the consummation of the Company's initial business
combination. The Note is required to be repaid in cash and is not convertible
into shares of common stock or warrants exercisable for shares of common stock.
A failure to pay the principal within five business days of the date specified
above or the commencement of a voluntary or involuntary bankruptcy action shall
be deemed an event of default, in which case the Lender may declare the Note due
and payable immediately. The issuance of the Note was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosures set forth in this
Item 2.03 are intended to be summaries only and are qualified in their entirety
by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note dated June 13, 2022, issued by Jiya Acquisition
Corp. to Samsara BioCapital, L.P.
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