References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Jiya Acquisition Corp. References to our "management" or our
"management team" refer to our officers and directors, and references to the
"Sponsor" refer to Jiya Holding Company LLC. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the unaudited condensed financial statements and the
notes thereto contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Form 10-Q
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
completion of the Proposed Business Combination (as defined below), the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements, including that the conditions of
the Proposed Business Combination are not satisfied. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC"). The Company's securities filings
can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except
as expressly required by applicable securities law, the Company disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Risks and Uncertainties
We continue to evaluate the impact of the COVID-19 pandemic and have concluded
that while it is reasonably possible that the virus could have a negative effect
on the Company's financial position, results of its operations and/or search for
a target company, the specific impact is not readily determinable as of the date
of these financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Overview
We are a blank check company formed under the laws of the State of Delaware on
August 27, 2020 for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (the "Business
Combination"). We intend to effectuate our Business Combination using cash from
the proceeds of the Initial Public Offering and the sale of the Private
Placement Shares, our capital stock, debt or a combination of cash, stock and
debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from August 27, 2020 (inception) through March 31, 2022 were
organizational activities, those necessary to prepare for the Initial Public
Offering, described below, and identifying a target company for a Business
Combination. We do not expect to generate any operating revenues until after the
completion of our Business Combination. We generate non-operating income in the
form of interest income on marketable securities held in the Trust Account. We
incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended March 31, 2022, we had a net loss of $413,229 which
consists of general and administrative expenses of $369,315 and stock
compensation expense of $45,000, offset by interest income on marketable
securities held in the Trust Account of $1,086.
For the three months ended March 31, 2021, we had a net loss of $458,783, which
consists of general and administrative expenses of $421,672 and stock
compensation expense of $45,000, offset by interest income on marketable
securities held in the Trust Account of $7,345 and an unrealized gain on
marketable securities held in our Trust Account of $544.
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Liquidity and Capital Resources
On November 23, 2020, we completed the Initial Public Offering of 10,000,000
Public Shares, at $10.00 per Public Share, generating gross proceeds of
$100,000,000. Simultaneously with the closing of the Initial Public Offering, we
completed the sale of 500,000 Private Placement Shares at a price of $10.00 per
Private Placement Share in a private placement to the Sponsor, generating gross
proceeds of $5,000,000.
On December 10, 2020, we consummated the sale of an additional 352,040 Shares,
at $10.00 per Share, and the sale of an additional 7,041 Private Placement
Shares, at $10.00 per Private Placement Share, generating total gross proceeds
of $3,590,810. Following the Initial Public Offering and the sale of the Private
Placement Shares, a total of $103,520,402 of the net proceeds was deposited into
the Trust Account.
For the three months ended March 31, 2022, cash used in operating activities was
$467,954. Net loss of $413,229 was affected by stock compensation expense of
$45,000, interest earned on marketable securities held in the Trust Account of
$1,086, and changes in operating assets and liabilities used $98,639 of cash for
operating activities.
For the three months ended March 31, 2021, cash used in operating activities was
$240,331. Net loss of $458,783 was affected by stock compensation expense of
$45,000, interest earned on marketable securities held in the Trust Account of
$7,345, an unrealized gain on marketable securities held in our Trust Account of
$544, and changes in operating assets and liabilities provided $181,341 of cash
for operating activities.
As of March 31, 2022, we had marketable securities held in the Trust Account of
$103,544,060 (including approximately $1,086 of interest income and unrealized
losses, net) consisting of U.S. Treasury Bills with a maturity of 185 days or
less. Interest income on the balance in the Trust Account may be used by us to
pay taxes. Through March 31, 2022, we have not withdrawn any interest earned
from the Trust Account.
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We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account to
complete our Business Combination. We may withdraw interest to pay franchise and
income taxes. To the extent that our capital stock or debt is used, in whole or
in part, as consideration to complete our Business Combination, the remaining
proceeds held in the Trust Account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and
pursue our growth strategies.
As of March 31, 2022, we had cash of $160,052 outside of the Trust Account. We
intend to use the funds held outside the Trust Account primarily to identify and
evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of
prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us funds
as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for
such repayment. Up to $1,500,000 of such loans may be convertible into shares at
a price of $10.00 per share, at the option of the lender. The shares would be
identical to the Private Placement Shares.
Going Concern
In connection with the our assessment of going concern considerations in
accordance with Financial Accounting Standards Board's Accounting Standards
Codification Topic 205-40, "Presentation of Financial Statements - Going
Concern," we have until November 23, 2022, to consummate an initial business
combination. It is uncertain that we will be able to consummate an initial
business combination by this time. If an initial business combination is not
consummated by this date, there will be a mandatory liquidation and subsequent
dissolution of the Company. Additionally, we may not have sufficient liquidity
to fund the working capital needs of the Company through one year from the
issuance of these financial statements. We have determined that the liquidity
condition and mandatory liquidation, should an initial business combination not
occur, and potential subsequent dissolution raises substantial doubt about the
Company's ability to continue as a going concern. No adjustments have been made
to the carrying amounts of assets or liabilities should the Company be required
to liquidate after November 23, 2022.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of March 31, 2022. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.
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Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay the Sponsor
a monthly fee of $10,000 for office space, secretarial and administrative
support. We began incurring these fees on November 18, 2020 and will continue to
incur these fees monthly until the earlier of the completion of the Business
Combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Share, or
$3,623,214 in the aggregate. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting
agreement.
We intend to enter into forward purchase agreements pursuant to which the
Sponsor has agreed to purchase an aggregate of up to 2,500,000 shares (the
"forward purchase shares"), for a purchase price of $10.00 per share, or an
aggregate of $25,000,000, in a private placement to close concurrently with the
closing of a Business Combination. The obligations under the forward purchase
agreements will not depend on whether any Public Shares are redeemed by the
public stockholders. The Sponsor's obligation to purchase forward purchase
shares will, among other things, be conditioned on the Business Combination
(including the target assets or business, and the terms of the Business
Combination) being reasonably acceptable to the Sponsor and on a requirement
that such initial Business Combination is approved by a unanimous vote of the
Company's Board of Directors. The forward purchase shares will be identical to
the shares of Class A common stock included in the Public Shares being sold in
the Initial Public Offering, except that they will be subject to certain
registration rights.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Common Stock Subject to Possible Redemption
We account for our common stock subject to possible conversion in accordance
with the guidance in Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity." Common stock subject to mandatory
redemption is classified as a liability instrument and measured at fair value.
Conditionally redeemable common stock (including common stock that features
redemption rights that are either within the control of the holder or subject to
redemption upon the occurrence of uncertain events not solely within our
control) is classified as temporary equity. At all other times, common stock is
classified as stockholders' equity. Our common stock features certain redemption
rights that are considered to be outside of our control and subject to
occurrence of uncertain future events. Accordingly, common stock subject to
possible redemption is presented at redemption value as temporary equity,
outside of the stockholders' deficit section of our condensed balance sheets.
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Net Income (Loss) Per Common Share
We calculate earnings per share to allocate net income (loss) evenly to Class A
and Class B 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 (loss) of the Company.
Recent Accounting Standards
Management does not believe that there are any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our condensed financial statements.
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