Exhibit 4.1


 


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934, As Amended


 


The following description sets forth certain
material terms and provisions of the securities of Jiya Acquisition Corp. (“we,” “us” or “our”)
that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following
description of our securities is not complete and may not contain all the information you should consider before investing in our
securities. This description is summarized from, and qualified in its entirety by reference to, our First Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws, which are incorporated herein by reference. The summary below is
also qualified by reference to the applicable provisions of the General Corporation Law of the State of Delaware, or DGCL.


 


Pursuant to our First Amended and Restated
Certificate of Incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, par value $0.0001,
10,000,000 shares of Class B common stock, par value $0.0001 (“founder shares”), 10,000,000 shares of preferred stock,
par value $0.0001. This Description of Securities also includes a description of our founder shares, which are not registered pursuant
to Section 12 of the Exchange Act but are convertible into shares of the Class A ordinary shares. The description of the founders
shares is necessary to understand the material terms of the Class A ordinary shares.


 


Common Stock


 


Prior to our initial public offering, there
were 2,875,000 shares of Class B common stock outstanding, all of which were held of record by our initial stockholders, so that
our initial stockholders would own 20% of our issued and outstanding shares after the offering. Subsequent to our initial public
offering, our sponsor forfeited 286,990 founder shares in connection with the partial exercise of the underwriters’ over-allotment
option. As of the date of this filing, 13,447,091 shares of common stock are outstanding including:


 


		·	10,352,040 shares of Class A common stock shares issued as part of our initial public offering;



 


		·	507,041 shares of Class A common stock issued concurrently with our initial public offering as part of the private placement;
and



 


		·	2,588,010 shares of Class B common stock held by our initial stockholders.



 


Stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class
B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by
law. Unless specified in our First Amended and Restated Certificate of Incorporation, or as required by applicable provisions of
the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is
required to approve any such matter voted on by our stockholders. Our Board of Directors is divided into three classes, each of
which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the
election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if
declared by the Board of Directors out of funds legally available therefor.


 


Because our First Amended and Restated
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares
of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business combination
to the extent we seek stockholder approval in connection with our initial business combination. Our Board of Directors is divided
into three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a three-year term.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for
the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such
a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore,
if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt
to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the
DGCL.


 






     


     


    

 


We will provide our public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of our initial business combination, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations described herein. The amount in the trust account was initially $10.00 per public share. The per share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they
hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that
hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for
related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our First Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to
the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our First Amended and Restated Certificate of Incorporation requires these tender offer documents to contain substantially the
same financial and other information about our initial business combination and the redemption rights as is required under the
SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder
approval for business or other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder
approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in
favor of our initial business combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates
in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority
of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of
seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our
initial business combination once a quorum is obtained.


 


If we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our First Amended and Restated Certificate of Incorporation provides that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares,
without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their
shares in open market transactions, potentially at a loss.


 


If we seek stockholder approval in
connection with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed to
vote any founder shares and private placement shares they hold and any public shares purchased during or after our initial
public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares and shares of Class A common stock issued as part of the private placement shares, we would need only
3,628,495, or approximately 35%, of the 10,352,040 public shares sold in the initial public offering to be voted in favor of
an initial business combination in order to have our initial business combination approved (assuming all outstanding shares
are voted). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote
for or against the proposed transaction.


 


Pursuant to our First Amended and Restated
Certificate of Incorporation, if we do not complete our initial business combination within 24 months from the closing of the initial
public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining stockholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into
agreements with us, pursuant to which they 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 24 months from the closing
of our initial public offering. However, if our initial stockholders or management team acquire public shares in or after our initial
public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the prescribed time period.


 






     


     


    

 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public
shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as Class
B common stock and, except as described below, are identical to the shares of Class A common stock included in the shares being
sold in our initial public offering, and holders of founder shares have the same stockholder rights as public stockholders, except
that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders,
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their
redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial
business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection
with a stockholder vote to approve an amendment to our First Amended and Restated Certificate of Incorporation to modify the substance
or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within
24 months from the closing of our initial public offering or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account
with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the
closing of our initial public offering, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii)
the founder shares are automatically convertible 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 as described herein and in our First Amended
and Restated Certificate of Incorporation. If we submit our initial business combination to our public stockholders for a vote,
our initial stockholders have agreed to vote their founder shares, private placement shares and any public shares purchased during
or after our initial public offering in favor of our initial business combination.


 


The founder shares will automatically convert
into shares of 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like,
and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common
stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number
of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class
A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection
with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked
securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, or forward purchase
shares, to any seller in the initial business combination.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the 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, and (B) 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 Class A common stock for cash, securities or other property.


 


Preferred Stock


 


Our First Amended and Restated Certificate
of Incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from
time to time in one or more series. Our Board of Directors will be authorized to fix the voting rights, if any, designations, powers,
preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. Our Board of Directors will be able to, without stockholder approval, issue shares
of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of
the common stock and could have anti-takeover effects. The ability of our Board of Directors to issue shares of preferred stock
without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal
of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue
any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being
issued or registered in our initial public offering.


 






     


     


    

 


Forward Purchase Shares


 


We entered into a forward purchase agreement
pursuant to which Samsara BioCapital agreed to purchase an aggregate of up to 2,500,000 forward purchase shares of Class A common
stock for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that may close simultaneously
with the closing of our initial business combination. Samsara BioCapital’s commitment under the forward purchase agreement
is subject to, among other conditions, the business combination (including the target assets or business, and the terms of the
initial business combination) being reasonably acceptable to Samsara BioCapital.


 


Dividends


 


We have not paid any cash dividends on
our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our Board of Directors at such time. Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent


 


The transfer agent for our common stock
is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in
its roles as transfer agent, its agents and each of its stockholders, directors, officers and employees against all claims and
losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any
gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust
account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account
that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim
will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the
trust account or interest earned thereon.


 


First Amended and Restated Certificate of Incorporation


 


Our First Amended and Restated Certificate
of Incorporation contains certain requirements and restrictions the apply to us until the completion of our initial business combination.
These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders, who
will collectively beneficially own approximately 20% of our common stock, may participate in any vote to amend our First Amended
and Restated Certificate of Incorporation and will have the discretion to vote in any manner they choose. Specifically, our First
Amended and Restated Certificate of Incorporation provides, among other things, that:


 


		·	If we do not complete our initial business combination within 24 months from the closing of our initial public offering, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten
business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims
of creditors and in all cases subject to the requirements of other applicable law;



 


		·	Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to
(i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination
or (b) to approve an amendment to our First Amended and Restated Certificate of Incorporation to (x) extend the time we have to
consummate a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;



 


		·	Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor,
our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of
FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;



 






     


     


    

 


		·	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder
vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of
the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or
our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the
two methods listed above;



 


		·	We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account)
at the time of the agreement to enter into the initial business combination;



 


		·	If our stockholders approve an amendment to our First Amended and Restated Certificate of Incorporation to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24
months from the closing of our initial public offering, or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all
or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein; and



 


		·	We will not effectuate our initial business combination with another blank check company or a similar company with nominal
operations.



 


In addition, our First Amended and Restated
Certificate of Incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred
underwriters’ commission.


 


Certain Anti-Takeover Provisions of Delaware Law and our
First Amended and Restated Certificate of Incorporation and Bylaws


 


We are subject to the provisions of Section
203 of the DGCL regulating corporate takeovers upon completion of our initial public offering. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:


 


		·	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);



 


		·	an affiliate of an interested stockholder; or



 


		·	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		·	our Board of Directors approves the transaction that made the stockholder an “interested stockholder,” prior to
the date of the transaction;



 


		·	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
of common stock; or



 


		·	on or subsequent to the date of the transaction, the initial business combination is approved by our Board of Directors and
authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder.



 






     


     


    

 


Our First Amended and Restated Certificate
of Incorporation provides that our Board of Directors is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive forum for certain lawsuits


 


Our First Amended and Restated Certificate
of Incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action
or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer
or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees
arising pursuant to any provision of the DGCL or our First Amended and Restated Certificate of Incorporation or bylaws, or (iv)
any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be
brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State
of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B)
which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of
Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of
Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought
outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in
the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is
enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding the foregoing, our First
Amended and Restated Certificate of Incorporation provides that the exclusive forum provision will not apply to suits brought to
enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.


 


Special meeting of stockholders


 


Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our Board of Directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder
proposals and director nominations


 


Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will
need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th
day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content
of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting
of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action by written consent


 


Any action required or permitted to be
taken by our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be
effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified Board of Directors


 


Our Board of Directors is divided into
three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our First Amended
and Restated Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of
the Board of Directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at
any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy
on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote
of a majority of our directors then in office.


 






     


     


    

 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common
stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class
B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our First Amended
and Restated Certificate of Incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal
would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common
stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Securities Eligible for Future Sale


 


As of the date of this filing, we have
13,447,091 shares of common stock outstanding. Of these shares, the shares of Class A common stock sold in the initial public offering
(10,859,081 Class A common stock) are freely tradable without restriction or further registration under the Securities Act, except
for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of
the outstanding founder shares (2,588,010 founder shares) and all of the outstanding private placement shares (507,041 Class A
common stock) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public
offering.


 


In the event of the closing of the sale
of the forward purchase shares, all of the up to 2,500,000 forward purchase shares will be restricted securities under Rule 144.


 


Rule 144


 


Pursuant to Rule 144, a person who has
beneficially owned restricted shares for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have
filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were
required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale,
would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only
a number of securities that does not exceed the greater of:


 


		·	1% of the total number of shares of common stock then outstanding, which currently equals 134,471 shares; or



 


		·	the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144
are also limited by manner of sale provisions and notice requirements and to the availability of current public information about
us.


 


Restrictions on the Use of Rule 144 by
Shell Companies or Former Shell Companies


 


Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have
been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the
following conditions are met:


 


		·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 






     


     


    

 


		·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K
reports; and



 


		·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.



 


As a result, our initial stockholders will
be able to sell their founder shares and private placement shares, as applicable, pursuant to Rule 144 without registration one
year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares, which
were issued in a private placement prior to the closing of the initial public offering, have registration rights to require us
to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or on
the effective date of our initial public offering. Pursuant to the registration rights agreement, we are obligated to register
up to 3,095,051 shares of Class A common stock. The number of shares of Class A common stock includes (i) up to 2,588,010 shares
of Class A common stock to be issued upon conversion of the founder shares and (ii) up to 507,041 shares of Class A common stock
issued as part of the private placement shares. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will
bear the expenses incurred in connection with the filing of any such registration statements.


 


Pursuant to the forward purchase agreement,
we will agree that we will use our commercially reasonable efforts to file within 30 days after the closing of the initial business
combination a registration statement with the SEC for a secondary offering of the forward purchase shares and to cause such registration
statement to be declared effective as soon as practicable after it is filed.


 


Listing of Securities


 


Our Class A common stock are listed on
Nasdaq under the symbol “JYAC.”