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:

September 16, 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)~~

(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 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~August~~September 236, 2022, ~~Jiya~~Mayank ~~Acquisition~~Gandhi, ~~Corp.~~Vice ~~(the~~President, ~~“Company”)~~Corporate Development ~~received~~of aJiya ~~written~~Acquisition ~~notice~~Corp. (the “~~Notice~~Company”), ~~from~~notified the ~~Listing~~Company ~~Qualifications Department~~ of ~~the~~his ~~Nasdaq~~intent ~~Stock~~to ~~Market~~resign, ~~(“NASDAQ”) indicating~~effective ~~that~~September ~~the~~23, ~~Company~~2022. ~~was~~Dr. Gandhi’s ~~not~~decision into ~~compliance~~resign ~~with~~from ~~Listing Rule 5250(c)(1) because~~ the Company ~~had~~was ~~failed~~not due to ~~timely~~a ~~file~~disagreement ~~its Quarterly Report~~ on ~~Form~~any ~~10-Q~~matter ~~for~~related to the ~~period~~Company’s ~~ended June 30~~operations, policies ~~2022~~or ~~(the “Delinquent Report”)~~practices.

The Notice stated that the Company had until October 24, 2022 to submit a plan to regain compliance with respect to the filing of the Delinquent Report. The Company filed the Delinquent Report on August 31, 2022. As a result of the filing, on September 1, 2022, NASDAQ confirmed that the Company is no longer required to submit a plan to regain compliance.

This notification has no immediate effect on the listing of the Company’s shares on NASDAQ.

Item 8.01. Other Events.

On 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

SIGNATURES

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.

Date: September 29, 2022

	JIYA ACQUISITION CORP.


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

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