Jiya Acquisition Corp. - Annual Report: 2021 (Form 10-K)

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)		Zip Code

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

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			Emerging growth company	☒

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iii
PART I		1
	Item 1. Business	1
	Item 1A. Risk Factors	17
	Item 1B. Unresolved Staff Comments	45
	Item 2. Property	45
	Item 3. Legal Proceedings	45
	Item 4. Mine Safety Disclosure	45
PART II		46
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
	Item 6. [Reserved]	47
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	51
	Item 8. Financial Statements and Supplementary Data	51
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
	Item 9A. Controls and Procedures.	51
	Item 9B. Other Information.	52
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52
PART III		53
	Item 10. Directors, Executive Officers and Corporate Governance	53
	Item 11. Executive Officer and Director Compensation.	62
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
	Item 13. Certain Relationships and Related Transactions, and Director Independence	66
PART IV		69
	Item 15. Exhibits, Financial Statement Schedules	69
	Item 16. Form 10-K Summary	70
INDEX TO FINANCIAL STATEMENTS		F-1

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“we,” “us,” “our,” “company” or “our company” are to Jiya Acquisition Corp., a Delaware corporation;

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“common stock” are to our Class A common stock and our Class B common stock;

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“DGCL” refers to the Delaware General Corporation Law as the same may be amended from time to time;

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“directors” are to our directors and director nominees;

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“forward purchase agreement” are to an agreement that provides for the sale of the forward purchase shares to Samsara BioCapital and its permitted transferees in a private placement that may close simultaneously with the closing of our initial business combination;

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“forward purchase shares” are to the shares of our Class A common stock to be issued pursuant to the forward purchase agreement;

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“forward transferees” are to any entity to which Samsara BioCapital transfers any portion of its obligation to purchase the forward purchase shares under the forward purchase agreement;

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“founder shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class B common stock at the time of our initial business combination as described herein;

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“initial stockholders” are to holders of our founder shares prior to our initial public offering;

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“management” or our “management team” are to our executive officers and directors;

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“public shares” are to shares of Class A common stock sold as part of the shares in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

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“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

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“private placement shares” are to the shares issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

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“Samsara BioCapital” or “Samsara” are to Samsara BioCapital, L.P., a Delaware limited partnership and its affiliates;

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“Samsara Fund” are to a domestic private pooled investment vehicle managed by Samsara BioCapital; and

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“sponsor” are to Jiya Holding Company LLC, a Delaware limited liability company.

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of the prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties;

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our financial performance following our initial public offering; or

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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report.

Item 1.

Business

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Target significant unmet medical needs. We seek to identify businesses targeting significant unmet medical needs. We believe that filling material gaps in treatment paradigms aligns all relevant stakeholders including patients, payors, and regulators and offers the best opportunity for differentiated risk-adjusted returns

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Have a high probability of clinical and regulatory success. The core of our investment approach is to target clinical stage assets that we believe will have a high probability of technical and regulatory success. We believe that probability of technical success is directly correlated with deep understanding of the underlying pathobiology of a specific disease, the natural history of the disease, current standard of care, and the regulatory landscape

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Leverage innovative science and approaches to drug development. We intend to identify businesses that leverage innovative approaches to drug discovery and development including genetics, genomics, and biomarkers which we believe allow for early evidence of clinical benefit and more capital-efficient drug development with higher probabilities of success

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Possess scarcity value via a unique approach to disease targeting. We intend to identify businesses with unique therapeutic strategies to disease targeting resulting in asset scarcity value and the creation of a differentiated profile for a publicly traded company

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Have a clear plan for capital formation. We believe that capital adequacy is key to success in drug development, and we will focus on businesses that can be capitalized through key value inflection points

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Have strong existing Management or key expertise that can benefit from the managerial experience of our team and Board. We intend to focus on companies with strong and experienced management teams who could benefit from the guidance of our management team and Board. In addition, if needed, members of our team or Board may be willing to take operating or board roles following a business combination

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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

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We issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering);

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Any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or

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The issuance or potential issuance of common stock will result in our undergoing a change of control.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

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file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Item 1A.

Risk Factors

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities,

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

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we have a board that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq;

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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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we have a nominating committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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may significantly dilute the equity interest of investors in this offering;

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may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

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could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

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may adversely affect prevailing market prices for our shares, Class A common stock.

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solely dependent upon the performance of a single business, property or asset, or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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challenges in managing and staffing international operations;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks and wars; and

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deterioration of political relations with the United States.

Item 1B.

Unresolved Staff Comments

Item 2.

Property

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosure

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures.

(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Item 9B.

Other Information.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10.

Directors, Executive Officers and Corporate Governance

Name		Age		Position
Srinivas Akkaraju, M.D., Ph.D.		54		Chairman
Rekha Hemrajani		52		Director and Chief Executive Officer
Richard Van Doren		45		Director, Secretary and Chief Financial Officer
Cory Freedland, Ph.D.		46		Director and Chief Investment Officer
Dr. Pamela Klein		60		Director
Daniel Spiegelman		63		Director
Dr. Steve Kelsey		61		Director
Dr. Lori Friedman, Ph.D.		57		Director
Mayank Gandhi, M.D.		44		Vice President, Corporate Development

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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

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the corporation could financially undertake the opportunity;

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the opportunity is within the corporation’s line of business; and

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it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Individual		Entity		Entity’s Business		Affiliation
Srinivas Akkaraju, M.D., Ph.D.		Samsara BioCapital, LLC		Investment Adviser		Managing Member
		Samsara BioCapital GP, LLC		Investment Adviser		Managing Member
		A2 Biotherapeutics, Inc.		Biopharma		Director
		Autobahn Labs, Inc.		Biotech incubator		Director
		Chinook Therapeutics, Inc. (NASD:  KDNY)		Biopharma		Director
		Codex Health, Inc.		Digital Health		Chairman of the Board
		Dewpoint Therapeutics, Inc.		Biopharma		Director
		Intercept Pharmaceutical, Inc. (NASD:  ICPT)		Biopharma		Director
		MiroBio, Ltd		Biopharma		Director
		Synthekine, Inc.		Biopharma		Director
		Syros Pharmaceuticals, Inc. (NASD:  SYRS)		Biopharma		Director
		Tentarix Biotherapeutics, Inc.		Biopharma		Director
		Theia Therapeutics, Inc.		Biopharma		Director
Rekha Hemrajani		MaxCyte Inc (NASD: MXCT; LSE: MXCT, MXCN)		MaxCyte is a cell-engineering company providing enabling platform technologies to advance innovative cell-based research, cell therapeutic discovery, development and commercialization.		Director
		BioAge Labs		BioAge Labs is a private, clinical-stage biotechnology company and global leader in using artificial intelligence (AI) and machine learning (ML) to develop drugs that target the molecular causes of aging		Director
		ALX Oncology (NASD: ALXO)		ALX Oncology is a clinical-stage immuno-oncology company focused on helping patients fight cancer by developing therapies that block the CD47 checkpoint pathway and bridge the innate and adaptive immune system.		Director
		Hemmo Pharma LLP		Private company based in India - supplier & manufacturer of synthetic peptide APIs		Partner

Individual		Entity		Entity’s Business		Affiliation
Cory Freedland, Ph.D.		Neurogene, Inc.		Preclinical gene therapy company targeting neurological diseases		Board Member
		Nura Bio, Inc.		Preclinical company targeting neurodegeneration		Board Member
		Palvella Therapeutics		Clinical stage company developing novel therapies for rare dermatological diseases		Board Member
		Nalo Therapeutics		Preclinical oncology company		Board Member
		Tentarix Biotherapeutics		Start-up targeting novel multi-domain protein therapeutics		Board Member
		Omniox, Inc.		Developing novel therapies for diseases characterized by hypoxia		Board Member
Richard Van Doren		Samsara BioCapital, LLC		Investment Adviser		Chief Financial Officer
		Nalo Therapeutics, Inc.		Biopharma		Chief Financial Officer
		Autobahn Labs, Inc.		Biotech incubator		Chief Financial Officer
		Theia Therapeutics, Inc.		Biopharma		Chief Financial Officer
Dr. Lori Friedman		ORIC Pharmaceuticals		Biopharma		Chief Scientific Officer
Dr. Pamela Klein		Argenx		Biopharma		Independent Director
		F-Star Therapeutics		Biopharma		Independent Director
		Patrys		Biopharma		Independent Director
		I-Mab Biopharma		Biopharma		Independent Director
Daniel Spiegelman		Tizona Therapeutics		Biopharma		Independent Director
		Myriad Genetics		Biopharma		Independent Director
		Spruce Biosciences		Biopharma		Independent Director
		Opthea Ltd		Biopharma		Independent Director
		Recardia		Biopharma		Independent Director
		Kyverna Therapeutics		Biopharma		Independent Director
Dr. Steve Kelsey		Revolution Medicines		Biotechnology Co		President

•

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

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Our initial stockholders purchased founder shares prior to the date of this Annual Report and purchased private placement shares in a transaction that closed simultaneously with the closing of our initial public offering. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after our initial public offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. Furthermore, our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, the founder shares will be released from the lockup. Because each of our executive officers and director nominees will own common stock directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Item 11.

Executive Officer and Director Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

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each of our executive officers and directors; and

•

all our executive officers and directors as a group.

Name and Address of Beneficial Owner(1)		Class A Common Stock								Class B Common Stock(2)
		Number of Shares Beneficially Owned				Approximate Percentage of Class				Number of Shares Beneficially Owned				Approximate Percentage of Class
Glazer Capital, LLC(3)			976,766				8.99	%			—				—
Citadel(4)			784,610				7.2	%			—				—
Acuta Capital Partners, LLC(5)			562,500				5.2	%			—				—
Sculptor Capital(6)			560,226				5.16	%			—				—
Aristeia Capital, L.L.C. (7)			551,099				5.08	%			—				—
Jiya Holding Company LLC(8)			507,041				4.7	%			2,130,000				82.3	%
Srinivas Akkaraju, M.D., Ph.D. (8)			507,041				4.7	%			2,160,000				83.5	%
Rekha Hemrajani			—				—				200,000				7.7	%
Richard Van Doren			—				—				30,000				1.2	%
Cory Freedland, Ph.D.			—				—				30,000				1.2	%
Lori Friedman, Ph.D.			—				—				30,000				1.2	%
Dr. Pamela Klein			—				—				30,000				1.2	%
Daniel Spiegelman			—				—				30,000				1.2	%
Dr. Steve Kelsey			—				—				30,000				1.2	%
Mayank Gandhi, M.D.			—				—				48,000				1.9	%
All executive officers and directors as a group, (8 individuals)			507,041				4.7	%			2,588,010				98.1	%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following is 628 Middlefield Road, Palo Alto, CA 94301.

(2)

Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. Excludes forward purchase shares that will only be issued, if at all, at the time of our initial business combination.

(3)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC. Includes shares of Class A common stock held by certain funds and managed accounts to which Glazer Capital, LLC serves as investment manager. Mr. Paul J. Glazer, serves as the Managing Member of Glazer Capital. The address of Glazer Capital, LLC is 250 West 55th Street, Suite 30A, New York, New York 10019.

(4)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC. Includes shares held by Citadel Equity Fund Ltd. (“CEFL”), Citadel Multi-Strategy Equities Master Fund Ltd. (“CM”) and Citadel Securities LLC (“Citadel Securities”). Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for CEFL and CM. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. CALC IV LP (“CALC4”) is the non-member manager of Citadel Securities. Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Includes 770,300 shares that may be deemed to be beneficially owned by Citadel Advisors, CAH and CGP, and 57 shares that may be deemed to be beneficially owned by CALC4 and CSGP.  Kenneth Griffin may be deemed to beneficially own 770,357 shares of Class A common stock. The address of Citadel is 628 Middlefield Road, Palo Alto, California 94301.

(5)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC. The funds managed by Acuta Capital Partners LLC (“Acuta”) hold Class A common stock for the benefit of their investors and have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock. Acuta is the general partner and investment adviser of investment funds. Dr. Anupam Dalal is the control person of Acuta. Acuta and Dr. Anupam Dalal each disclaims beneficial ownership of the Class A common stock except to the extent of their pecuniary interest therein.  The address of Acuta is 1301 Shoreway Road, Suite 350, Belmont, CA 94002.

(6)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC. Includes shares held by a number of private funds and discretionary accounts for which Sculptor Capital LP (“Sculptor”) and Sculptor Capital II LP (“Sculptor-II”) serve as investment managers. Sculptor Capital Holding Corporation (“SCHC”) serves as the general partner of Sculptor, and Sculptor Capital Holding II LLC (“SCHC-II”), a limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II. Sculptor Capital Management, Inc. (“SCU”) is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II. Sculptor is the investment adviser to Sculptor Master Fund, Ltd. (“SCMF”), Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”), a Cayman Islands company, and Sculptor Enhanced Master Fund, Ltd. (“SCEN”), a Cayman Islands company. Sculptor-II is the investment adviser to Sculptor SC II LP (“NJGC”). Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF. The address of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCEN, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019.

(7)

The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC. Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to the securities described above held by, one or more private investment funds. The address of Aristeia Capital is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

(8)

Jiya Holding Company LLC is wholly owned by Samsara BioCapital, L.P. Dr. Srinivas Akkaraju, M.D., Ph.D, has voting and dispositive control over these shares via his control of Samsara BioCapital, L.P.’s general partner, Samsara BioCapital GP, LLC.  Dr. Akkaraju disclaims beneficial ownership of these shares except to the extent of any pecuniary interest in such shares.

Item 14.

Principal Accountant Fees and Services.

Item 15.

Exhibits, Financial Statement Schedules

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

Exhibit No.		Description
3.1		First Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K dated November 20, 2020)
4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended (incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K dated December 31, 2020)
10.1		Letter Agreement, dated November 18, 2020, among the Company and its officers, directors and Jiya Holding Company, LLC, dated November 18, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated November 20, 2020).
10.2		Investment Management Trust Agreement, dated November 18, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated November 20, 2020).
10.3		Registration Rights Agreement, dated November 18, 2020, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K dated November 20, 2020).
10.4		Private Placement Purchase Agreement, dated November 18, 2020, between the Company and Jiya Holding Company, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K dated November 20, 2020).
10.5		Administrative Services Agreement, dated November 18, 2020, between the Company and Jiya Holding Company, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K dated November 20, 2020).
10.6		Offer Letter between Jiya Acquisition Corp. and Rekha Hemrajani, dated October 30, 2020 (incorporated herein by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-249808) filed with the SEC on November 2, 2020)
10.7		Offer Letter between Jiya Acquisition Corp. and Mayank Gandhi, dated September 24, 2021 (incorporated herein by reference to Exhibit 10.7 the Annual Report on Form 10-K dated December 31, 2020).
31.1		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.*
31.2		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.*

Exhibit No.		Description
32.1		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.*
32.2		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
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Item 16.

Form 10-K Summary

	Jiya Acquisition Corp.
	By:	/s/  Rekha Hemrajani

		Name:	Rekha Hemrajani
		Title:	Chief Executive Officer

Name		Position		Date
/s/ Srinivas Akkaraju		Chairman		April 15, 2022
Srinivas Akkaraju
/s/  Rekha Hemrajani		Chief Executive Officer and Director (Principal Executive Officer)		April 15, 2022
Rekha Hemrajani
/s/  Richard Van Doren		Chief Financial Officer, Secretary and Director (Principal Accounting Officer)		April 15, 2022
Richard Van Doren
/s/ Cory Freedland		Chief Investment Officer and Director		April 15, 2022
Cory Freedland
/s/ Lori Friedman		Director		April 15, 2022
Lori Friedman
/s/ Dr. Pamela Klein		Director		April 15, 2022
Dr. Pamela Klein
/s/ Daniel Spiegelman		Director		April 15, 2022
Daniel Spiegelman
/s/ Dr. Steve Kelsey		Director		April 15, 2022
Dr. Steve Kelsey