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):

~~November~~June 13, 2022 19(June 13, ~~2021~~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: ~~(650)~~+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))

☐

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	JYAC	Nasdaq Capital Market
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 4 2.~~02.~~03 ~~Non-Reliance~~Creation onof ~~Previously~~a ~~Issued~~Direct Financial ~~Statements~~Obligation or aan ~~Related~~Obligation ~~Audit~~under ~~Report~~an orOff-Balance ~~Completed~~Sheet ~~Interim~~Arrangement ~~Review.~~of a Registrant

On June 13, 2022, Jiya ~~Acquisition~~ Acquisition Corp. (the “Company”) ~~previously~~issued ~~presented~~an aunsecured ~~portion~~promissory ofnote ~~its shares of Class A common stock subject to redemption~~ (the “~~Class A Shares~~Note”) asin ~~permanent equity because~~ the ~~Company’s~~amount ~~certificate~~ of ~~incorporation~~up ~~does not permit redemptions of Class A Shares that would cause the Company’s net tangible assets~~ to ~~be less than~~ $51,~~000~~500,~~001.~~000 ~~After discussion~~to ~~and~~Samsara ~~evaluation~~BioCapital, ~~including~~L.P. ~~with~~ (the ~~Company’s independent registered public accounting firm, Marcum LLP (~~“~~Marcum~~Lender”)~~, the~~. ~~Company~~The ~~has~~proceeds ~~concluded~~of ~~that~~the ~~all~~Note, ~~Class~~which Amay ~~Shares should~~ be ~~classified~~drawn asdown ~~temporary~~from ~~equity~~time ~~because~~to ~~such~~time ~~shares~~until ~~can~~the Company beconsummates ~~redeemed~~its orinitial ~~become redeemable~~business ~~subject~~combination, towill ~~the~~be ~~occurrence~~used ofas ~~events~~general ~~outside~~working ~~the~~capital ~~Company’s sole control~~purposes.

OnThe ~~November~~Note ~~19,~~bears ~~2021,~~no ~~the~~interest ~~Audit~~and ~~Committee~~is payable ofin full upon the ~~Board~~earlier ofto ~~Directors~~ occur of ~~the~~(i) ~~Company~~November ~~concluded~~23, ~~after~~2022 ~~discussion~~or ~~with~~(ii) the ~~Company’s~~consummation ~~management,~~of ~~that~~ the Company’s ~~audited~~initial ~~balance~~business ~~sheet as of November~~combination. ~~23,~~The ~~2020~~Note ~~filed~~is asrequired ~~Exhibit 99.1~~ to ~~the~~be ~~Company’s~~repaid ~~Current~~in ~~Report~~cash onand ~~Form~~is ~~8-K~~not ~~filed~~convertible ~~with~~into ~~the~~shares ~~SEC~~of oncommon ~~November~~stock ~~30,~~or ~~2020,~~warrants ~~its~~exercisable ~~audited financial statements~~ for ~~the~~shares ~~period~~of ~~ended~~common stock. ~~December~~A ~~31,~~failure ~~2020~~to ~~included~~pay in the ~~Company’s~~principal ~~Annual~~within ~~Report~~five onbusiness ~~Form~~days ~~10-K~~of ~~filed with~~ the ~~SEC~~ ondate ~~March~~specified ~~31,~~above ~~2021~~or ~~and its unaudited interim financial statements for~~ the ~~quarterly~~commencement ~~periods~~of ~~ended~~a ~~March~~voluntary ~~31,~~or ~~2021 and June 30, 2021~~involuntary ~~included~~bankruptcy inaction ~~its~~shall ~~Quarterly~~be ~~Reports~~deemed onan ~~Form~~event ~~10-Q~~of ~~filed on May 24~~default, ~~2021~~in ~~and~~which ~~August~~case ~~16,~~the ~~2021,~~Lender ~~respectively~~may ~~(collectively,~~declare the ~~“Affected Periods”),~~Note ~~should no longer be relied upon~~ due ~~to changes required to classification of temporary equity~~ and ~~permanent~~payable ~~equity described above~~immediately. The issuance ~~Company has reflected this reclassification~~ of ~~equity and restated its financial statements for~~ the ~~Affected~~Note ~~Periods~~was inmade ~~its Quarterly~~pursuant ~~Report~~to ~~on Form 10-Q for~~ the ~~quarterly~~exemption ~~period~~from ~~ended~~registration ~~September~~contained ~~30,~~in ~~2021~~Section ~~filed~~4(a)(2) ~~with~~of the ~~SEC~~Securities onAct ~~November~~of 191933, ~~2021 and plans to amend~~ ~~the Annual Report on Form 10-K filed on March 31, 2021 to file the revised audited balance sheet~~ as ~~of December 31, 2021~~amended.

~~The~~A copy of the Note is attached as Exhibit ~~Company’s~~10.1 ~~management~~to ~~has~~this ~~concluded~~Current ~~that~~Report inon ~~light~~Form of8-K ~~the~~and ~~classification~~is ~~error~~incorporated ~~described~~herein ~~above,~~by areference. ~~material~~The ~~weakness~~disclosures ~~exists~~set forth in ~~the Company’s~~this ~~internal~~Item ~~control~~2.03 ~~over~~are ~~financial~~intended to ~~reporting~~be summaries only and ~~that~~are ~~the~~qualified ~~Company’s~~in ~~disclosure~~their ~~controls~~entirety ~~and~~by ~~procedures~~reference ~~were~~to ~~not~~the ~~effective~~Note.

~~The Company~~Item ~~does~~9.01 ~~not~~Financial ~~expect~~Statements ~~any of the above changes will have any impact on its cash position~~ and ~~cash held in the trust account~~Exhibits.

In(d) addition, the audit report of Marcum included in the Company’s Current Report on Form 8-K filed on November 23, 2020 and in the Annual Report on Form 10-K filed on March 31, 2021 should no longer be relied upon.Exhibits

SIGNATURES

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

~~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.~~SIGNATURES

~~Date:~~Pursuant to the requirements of the Securities ~~November~~Exchange 19Act of 1934, ~~2021~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~JIYA ACQUISITION CORP. By~~Date: ~~/s/~~June ~~Rekha~~13, ~~Hemrajani Rekha Hemrajani Chief Executive Officer~~2022

	JIYA ACQUISITION CORP.


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

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