Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Jiya Acquisition Corp. (the "Company") previously presented a portion of its
shares of Class A common stock subject to redemption (the "Class A Shares") as
permanent equity because the Company's certificate of incorporation does not
permit redemptions of Class A Shares that would cause the Company's net tangible
assets to be less than $5,000,001. After discussion and evaluation, including
with the Company's independent registered public accounting firm, Marcum LLP
("Marcum"), the Company has concluded that all Class A Shares should be
classified as temporary equity because such shares can be redeemed or become
redeemable subject to the occurrence of events outside the Company's sole
control.
On November 19, 2021, the Audit Committee of the Board of Directors of the
Company concluded, after discussion with the Company's management, that the
Company's audited balance sheet as of November 23, 2020 filed as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the SEC on November 30,
2020, its audited financial statements for the period ended December 31, 2020
included in the Company's Annual Report on Form 10-K filed with the SEC on March
31, 2021 and its unaudited interim financial statements for the quarterly
periods ended March 31, 2021 and June 30, 2021 included in its Quarterly Reports
on Form 10-Q filed on May 24, 2021 and August 16, 2021, respectively
(collectively, the "Affected Periods"), should no longer be relied upon due to
changes required to classification of temporary equity and permanent equity
described above. The Company has reflected this reclassification of equity and
restated its financial statements for the Affected Periods in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with
the SEC on November 19, 2021 and plans to amend the Annual Report on Form 10-K
filed on March 31, 2021 to file the revised audited balance sheet as of December
31, 2021.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account.
In addition, the audit report of Marcum included in the Company's Current Report
on Form 8-K filed on November 23, 2020 and in the Annual Report on Form 10-K
filed on March 31, 2021 should no longer be relied upon.
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