UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~:

~~June~~September 131, 2022 ~~(June 13, 2022)~~

JIYA ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39719

85-2789517

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

628 Middlefield Road

Palo Alto, CA

94301

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 650-285-4270

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		JYAC		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.0301. ~~Creation~~Notice of aDelisting ~~Direct~~or ~~Financial~~Failure ~~Obligation~~to orSatisfy ana ~~Obligation~~Continued ~~under~~Listing anRule ~~Off-Balance~~or ~~Sheet~~Standard; ~~Arrangement~~Transfer of ~~a Registrant~~Listing.

On ~~June~~August 1323, 2022, Jiya Acquisition Corp. (the “Company”) received ~~issued~~a anwritten ~~unsecured~~notice ~~promissory note~~ (the “~~Note~~Notice”) infrom the ~~amount~~Listing ofQualifications upDepartment toof ~~$1,500,000~~the ~~to Samsara~~Nasdaq ~~BioCapital,~~Stock ~~L.P.~~Market (~~the~~ “~~Lender~~NASDAQ”). indicating ~~The~~that ~~proceeds~~the ofCompany ~~the~~was ~~Note,~~not ~~which~~in ~~may~~compliance bewith ~~drawn~~Listing ~~down~~Rule ~~from~~5250(c)(1) ~~time~~because the Company had failed to ~~time~~timely ~~until~~file ~~the~~its Quarterly ~~Company~~Report ~~consummates~~on ~~its~~Form ~~initial~~10-Q ~~business~~for ~~combination,~~the ~~will~~period beended ~~used~~June as30, ~~general~~2022 ~~working~~(the ~~capital~~“Delinquent ~~purposes~~Report”).

The ~~Note~~Notice ~~bears~~stated nothat ~~interest and is payable in full upon~~ the ~~earlier~~Company tohad ~~occur~~until ofOctober ~~(i) November 23~~24, 2022 orto ~~(ii) the consummation of the Company’s initial business combination.~~submit ~~The~~a ~~Note~~plan ~~is required~~ to beregain ~~repaid~~compliance inwith ~~cash~~respect ~~and is not convertible into shares of common stock or warrants exercisable for shares of common stock. A failure~~ to ~~pay~~ the ~~principal~~filing ~~within five business days~~ of the ~~date~~Delinquent ~~specified~~Report. ~~above~~The orCompany filed the ~~commencement~~Delinquent ofReport aon ~~voluntary~~August ~~or involuntary~~31, ~~bankruptcy~~2022. ~~action~~As ~~shall~~a beresult ~~deemed an event~~ of ~~default, in which case~~ the ~~Lender~~filing, ~~may~~on ~~declare~~September ~~the~~1, ~~Note~~2022, ~~due~~NASDAQ ~~and~~confirmed ~~payable~~that ~~immediately. The issuance of~~ the ~~Note~~Company ~~was~~is ~~made~~no ~~pursuant~~longer required to ~~the~~submit ~~exemption from registration contained in Section 4(~~a~~)(2)~~ ofplan ~~the~~to ~~Securities Act of 1933,~~regain ~~as amended~~compliance.

AThis ~~copy~~notification ofhas ~~the~~no ~~Note~~immediate iseffect ~~attached as Exhibit 10.1 to this Current Report~~ on ~~Form~~the ~~8-K~~listing ~~and~~of isthe ~~incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended~~Company’s toshares beon ~~summaries only and are qualified in their entirety by reference to the Note~~NASDAQ.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(d)~~On ~~Exhibits~~September 2, 2022, the Company issued a press release announcing its receipt of the Notice and its filing of the Delinquent Report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.		Description
10.1		Promissory Note dated June 13, 2022, issued by Jiya Acquisition Corp. to Samsara BioCapital, L.P.
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Item 9.01.

Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit		Description

99.1		Press release

104		Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101)

~~Date: June 13, 2022~~SIGNATURES

~~JIYA~~Pursuant ~~ACQUISITION~~to ~~CORP.~~the ~~By:~~requirements ~~/s/~~of ~~Rekha~~the ~~Hemrajani~~Securities Exchange ~~Rekha~~Act ~~Hemrajani~~of ~~Chief~~1934, ~~Executive~~as ~~Officer~~amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 2, 2022

	JIYA ACQUISITION CORP.


	By:	/s/ Rekha Hemrajani
		Rekha Hemrajani
		Chief Executive Officer

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