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| CIK | 1850529 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Heartland Media Acquisition Co Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 14, 2024 |
SC 13G 1 tm246034d22sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Heartland Media Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 42237V108 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41152 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as spe |
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| August 3, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 14, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 42237V108 (CUSIP Number) August 2, 2023 (Date of Event which Requires Filing of this Statement) Check the |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 24, 2023 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41152 86-2016556 (State or other jurisdiction of incorporation or o |
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| July 25, 2023 |
Heartland Media Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution Exhibit 99.1 Heartland Media Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution ATLANTA, July 24, 2023 (GLOBE NEWSWIRE) - Heartland Media Acquisition Corp. (“HMA” or the “Company”) (NYSE: HMA, HMA.U, HMA.WS) today announced that it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), effective as of th |
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| July 19, 2023 |
Heartland Media Acquisition Corp. 3282 Northside Pkwy Suite 275 Atlanta, Georgia 30327 Heartland Media Acquisition Corp. 3282 Northside Pkwy Suite 275 Atlanta, Georgia 30327 July 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Myra Moosariparambil and Shannon Buskirk Re: Heartland Media Acquisition Corp. Form 10-K for the Year Ended December 31, 2022 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41152 HEARTLAND MEDIA ACQU |
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| May 11, 2023 |
HMA / Heartland Media Acquisition Corp - Class A / Linden Capital L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 42237V108 (CUSIP Number) May 5, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): April 18, 2023 HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdiction of Incorporation |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41152 HEARTLAND MEDIA |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 24, 2023 HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdiction of Incorporation |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 14, 2023 |
SC 13G 1 hma21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HEARTLAND MEDIA ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Stat |
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| February 14, 2023 |
US42237V1089 / Heartland Media Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d265850dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* HEARTLAND MEDIA ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of |
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| February 14, 2023 |
US42237V1089 / Heartland Media Acquisition Corp. / Shaolin Capital Management LLC Passive Investment SC 13G 1 hma.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check th |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Heartland Media Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 42237V108 (CUSIP Number) 12/30/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 7, 2023 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock, $0. |
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| February 7, 2023 |
US42237V1089 / Heartland Media Acquisition Corp. / Heartland Sponsor LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Heartland Media Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42237V2079 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heartland Media Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42237V108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| January 19, 2023 |
Heartland Media Acquisition Corp. Receives Noncompliance Notice from NYSE Exhibit 99.1 Heartland Media Acquisition Corp. Receives Noncompliance Notice from NYSE ATLANTA, Jan. 19, 2023 (GLOBE NEWSWIRE) – Heartland Media Acquisition Corp. (NYSE: HMA.U) (the “Company”) today announced that on January 12, 2023, the Company received a notice letter (the “Notice”) from The New York Stock Exchange (the “NYSE”) indicating that the Company is not currently in compliance with the |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): January 12, 2023 HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdiction of Incorporati |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41152 HEARTLAND MEDIA |
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| November 10, 2022 |
Exhibit 10.1 Execution Version Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Heartland Media, LLC November 10, 2022 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Re: Termination Agreement for Administrative Services Agreement Gentlemen: This letter Termination Agreement (this "Agreement") by and between Heartland Media Acquisition Corp., a Delaware corporati |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41152 HEARTLAND MEDIA ACQUI |
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| May 23, 2022 |
Indemnity Agreement, dated January 20, 2022, by and between the Company and Steven T. Shapiro. EXHIBIT 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Steven Shapiro (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they ar |
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| May 23, 2022 |
Indemnity Agreement, dated February 18, 2022, by and between the Company and Shawn Pack. EXHIBIT 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Shawn Pack (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are |
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| May 23, 2022 |
Indemnity Agreement, dated January 20, 2022, by and between the Company and John Zieser. EXHIBIT 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and John Zieser (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41152 HEARTLAND MEDIA ACQU |
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| May 23, 2022 |
Indemnity Agreement, dated January 20, 2022, by and between the Company and Alan J. Weber. EXHIBIT 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Alan Weber (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are pr |
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| May 23, 2022 |
Indemnity Agreement, dated January 20, 2022, by and between the Company and Salvatore Muoio. EXHIBIT 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Salvatore Muoio (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they a |
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| May 23, 2022 |
Indemnity Agreement, dated January 20, 2022, by and between the Company and Robert S. Prather, Jr. EX-10.6 2 brhc10037338ex10-6.htm EXHIBIT 10.6 EXHIBIT 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Robert S. Prather, Jr. (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as dir |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ⌧ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| March 31, 2022 |
Description of the Company’s securities Exhibit 4.5 HEARTLAND MEDIA ACQUISITION CORP. DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 250,000,000 shares of Class A common stock, $0.0001 par value, 25,000,000 shares of Class B common stock, $0.0001 par value, and 2,500,000 shares of undesignated preferred stock, $0.0001 par value. The following descript |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 10-K 1 brhc1003570610k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| March 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 7, 2022 HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdiction of Incorporation) |
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| March 7, 2022 |
EX-99.1 2 brhc10034854ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Heartland Media Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 14, 2022 ATLANTA, Mar. 7, 2022 (GLOBE NEWSWIRE) – Heartland Media Acquisition Corp. (NYSE: HMA.U) (the “Company”) today announced that, commencing March 14, 2022, holders of the units sold in the Company’s initial pub |
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| February 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): February 18, 2022 (February 15, 2022) HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisd |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): February 9, 2022 (February 7, 2022) HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdic |
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| February 1, 2022 |
HEARTLAND MEDIA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 2 nt10022020x9ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HEARTLAND MEDIA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 25, 2022 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Heartland Media Acquisition Corp. Opi |
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| February 1, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported):?January 31, 2022 (January 25, 2022) HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86-2016556 (State or Other Jurisdic |
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| February 1, 2022 |
Apollo Management Holdings GP, LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Heartland Media Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 42237V207** (CUSIP Number) January 25, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| January 28, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEARTLAND MEDIA ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42237V207 (CUSIP Number) January 21, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| January 28, 2022 |
SC 13G 1 d299278dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heartland Media Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 42237V2079 (CUSIP Number) January 25, 2022 (Date of Event which Requires Filing of this S |
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| January 28, 2022 |
EX-99.A 2 d299278dex99a.htm EX-99.A Page 10 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Heartland Media Acquisition Corp. dated as of January 25, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| January 25, 2022 |
Exhibit 99.1 Heartland Media Acquisition Corp. Announces Pricing of $175 Million Initial Public Offering ATLANTA, Jan. 20, 2022 (GLOBE NEWSWIRE) - Heartland Media Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering of 17,500,000 units, at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and trade under the ticker |
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| January 25, 2022 |
EX-10.4 8 nt10022020x8ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time, this “Agreement”), dated as of January 20, 2022, is entered into by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartland Sponsor LLC, a Delaware limited li |
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| January 25, 2022 |
Exhibit 1.1 HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 17,500,000 Units UNDERWRITING AGREEMENT Date: January 20, 2022 Heartland Media Acquisition Corp. (a Delaware corporation) 17,500,000 Units UNDERWRITING AGREEMENT January 20, 2022 BofA Securities, Inc. Moelis & Company LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 1 |
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| January 25, 2022 |
8-K 1 nt10022020x88k.htm FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): January 25, 2022 (January 20, 2022) HEARTLAND MEDIA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41152 86 |
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| January 25, 2022 |
EX-10.3 7 nt10022020x8ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made and entered into by and among Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Moelis & Company LLC (“Moelis”) and |
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| January 25, 2022 |
Exhibit 10.1 January 20, 2022 Heartland Media Acquisition Corp. 3282 Northside Pkwy Suite 275 Atlanta, GA 30327 Attention: Robert S. Prather, Jr. Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among Heartl |
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| January 25, 2022 |
Exhibit 4.1 WARRANT AGREEMENT between HEARTLAND MEDIA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of January 20, 2022, is by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Wa |
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| January 25, 2022 |
EX-10.5 9 nt10022020x8ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Heartland Media, LLC 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 January 20, 2022 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartl |
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| January 25, 2022 |
EX-10.2 6 nt10022020x8ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 20, 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHE |
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| January 25, 2022 |
Amended and Restated Certificate of Incorporation. EX-3.1 3 nt10022020x8ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. January 20, 2022 Heartland Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Heartland Media Acquisition Corp.”. The o |
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| January 24, 2022 |
$175,000,000 HEARTLAND MEDIA ACQUISITION CORP. 17,500,000 Units 424B4 1 nt10022020x6424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-261374 PROSPECTUS $175,000,000 HEARTLAND MEDIA ACQUISITION CORP. 17,500,000 Units Heartland Media Acquisition Corp. is a newly formed blank check company incorporated as a Delaware corporation and created for the purpose of effecting a merger, capital stock exchange, asset acquisit |
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| January 19, 2022 |
CORRESP 1 filename1.htm January 19, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 File No. 333-261374 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the requ |
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| January 19, 2022 |
HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 CORRESP 1 filename1.htm HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 January 19, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 Filed November 26, 2021, |
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| January 18, 2022 |
EX-10.4 9 nt10022020x5ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Registration Rights Agreement THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Moelis & Company LLC (“Moelis”) and the und |
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| January 18, 2022 |
Investment Management trust agreement EX-10.3 8 nt10022020x5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Investment Management trust agreement This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, t |
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| January 18, 2022 |
Exhibit 10.2 [?], 2022 Heartland Media Acquisition Corp. 3282 Northside Pkwy Suite 275 Atlanta, GA 30327 Attention: Robert S. Prather, Jr. Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among Heartland Med |
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| January 18, 2022 |
As filed with the U.S. Securities Exchange Commission on January 18, 2022. TABLE OF CONTENTS As filed with the U.S. Securities Exchange Commission on January 18, 2022. Registration No. 333-261374 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware ? ? 6770 ? ? 86-2016556 ( |
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| January 18, 2022 |
EX-10.11 12 nt10022020x5ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 January 14, 2022 Heartland Sponsor LLC 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Re: Notice of Cancellation of Shares of Common Stock Notice is hereby given to Heartland Sponsor LLC (the “Stockholder”), and the Stockholder hereby acknowledges and |
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| January 18, 2022 |
HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 17,500,000 Units UNDERWRITING AGREEMENT Exhibit 1.1 HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 17,500,000 Units UNDERWRITING AGREEMENT Date: January [?], 2022 Heartland Media Acquisition Corp. (a Delaware corporation) 17,500,000 Units UNDERWRITING AGREEMENT January [?], 2022 BofA Securities, Inc. Moelis & Company LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York |
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| January 18, 2022 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.6 10 nt10022020x5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time, this “Agreement”), dated as of [●], 2022, is entered into by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartland Sponsor LLC, a Delaware limited liabilit |
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| January 18, 2022 |
Exhibit 4.4 WARRANT AGREEMENT between HEARTLAND MEDIA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant A |
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| January 18, 2022 |
EX-4.2 4 nt10022020x5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ● ] HEARTLAND MEDIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.0001, OF HEARTLAND MEDIA ACQUISITION CORP. (THE “CORPORATION” |
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| January 18, 2022 |
Exhibit 10.10 THIS PROMISSORY NOTE (THIS ?NOTE?) TO WHICH THIS AMENDMENT RELATES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE, AS AMENDED, HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISF |
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| January 18, 2022 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. [●], 2022 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. [?], 2022 Heartland Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Heartland Media Acquisition Corp.?. The original certificate of incorporation of the Corpor |
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| January 3, 2022 |
As filed with the U.S. Securities Exchange Commission on December 30, 2021. As filed with the U.S. Securities Exchange Commission on December 30, 2021. Registration No. 333-261374 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware ? ? 6770 ? ? 86-2016556 (State or other ju |
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| January 3, 2022 |
HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 CORRESP 1 filename1.htm HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 January 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 Filed November 26, 2021, a |
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| December 30, 2021 |
HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 CORRESP 1 filename1.htm HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 December 30, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 Filed November 26, 2021 |
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| December 30, 2021 |
CORRESP 1 filename1.htm December 30, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 File No. 333-261374 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the req |
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| December 10, 2021 |
8-A12B 1 brhc100315928a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-2016556 (State of incorporation or organization) (I.R.S. |
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| December 10, 2021 |
HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 CORRESP 1 filename1.htm HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 December 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 Filed November 26, 2021 |
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| December 9, 2021 |
CORRESP 1 filename1.htm December 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 File No. 333-261374 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the requ |
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| December 9, 2021 |
HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 CORRESP 1 filename1.htm HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, Georgia 30327 December 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Registration Statement on Form S-1 Filed November 26, 2021 F |
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| November 26, 2021 |
EX-10.4 13 nt10022020x2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under H |
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| November 26, 2021 |
WARRANT AGREEMENT HEARTLAND MEDIA ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY EX-4.4 8 nt10022020x2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between HEARTLAND MEDIA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr |
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| November 26, 2021 |
Exhibit 10.9 HEARTLAND MEDIA ACQUISITION CORP. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 October 27, 2021 Heartland Sponsor LLC 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Re: Notice of Cancellation of Shares of Common Stock Notice is hereby given to Heartland Sponsor LLC (the “Stockholder”), and the Stockholder hereby acknowledges and agrees that, effective immediately, Heartland Medi |
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| November 26, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.6 15 nt10022020x2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time, this “Agreement”), dated as of [•], 2021, is entered into by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartland Sponsor LLC, a Delaware limited liabilit |
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| November 26, 2021 |
As filed with the U.S. Securities Exchange Commission on November 24, 2021. S-1 1 nt10022020x2s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities Exchange Commission on November 24, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEARTLAND MEDIA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2016556 (S |
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| November 26, 2021 |
HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENT Exhibit 1.1 HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENT Date: December [?], 2021 Heartland Media Acquisition Corp. (a Delaware corporation) 20,000,000 Units UNDERWRITING AGREEMENT December [?], 2021 BofA Securities, Inc. Moelis & Company LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New Yo |
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| November 26, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. [●], 2021 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. [?], 2021 Heartland Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Heartland Media Acquisition Corp.?. The original certificate of incorporation of the Corpor |
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| November 26, 2021 |
Consent to be Named as a Director Nominee Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Heartland Media Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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| November 26, 2021 |
CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. February 10, 2021 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HEARTLAND MEDIA ACQUISITION CORP. February 10, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Heartland Media Acquisition Corp. (the |
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| November 26, 2021 |
Exhibit 10.5 Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Heartland Sponsor LLC 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 March 3, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Heartland Sponsor LLC, a Delaware limited liability c |
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| November 26, 2021 |
Exhibit 10.7 Form of Indemnity Agreement THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). recitals WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided wit |
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| November 26, 2021 |
Exhibit 3.3 BYLAWS OF HEARTLAND MEDIA ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent i |
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| November 26, 2021 |
Investment Management trust agreement EX-10.3 12 nt10022020x2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Investment Management trust agreement This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, |
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| November 26, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ● ] HEARTLAND MEDIA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stoc |
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| November 26, 2021 |
Consent to be Named as a Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Heartland Media Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of |
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| November 26, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| November 26, 2021 |
SEE REVERSE FOR CERTAIN DEFINITIONS EX-4.2 7 nt10022020x2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ● ] HEARTLAND MEDIA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.0001, OF HEARTLAND MEDIA ACQUISITION CORP. (THE “CORPORATION” |
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| November 26, 2021 |
Consent to be Named as a Director Nominee EX-99.3 22 nt10022020x2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Heartland Media Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Ac |
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| November 26, 2021 |
EX-10.2 11 nt10022020x2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [●], 2021 Heartland Media Acquisition Corp. 3282 Northside Pkwy Suite 275 Atlanta, GA 30327 Attention: Robert S. Prather, Jr. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or propose |
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| November 26, 2021 |
Consent to be Named as a Director Nominee EX-99.1 20 nt10022020x2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Heartland Media Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Ac |
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| November 26, 2021 |
Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Exhibit 10.8 Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Heartland Media, LLC [?], 2021 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Heartland Media Acquisition Corp., a Delaware corporation (the ?Company?), and Heartland Media, LLC, a Delaware limited liability company |
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| November 24, 2021 |
CORRESP 1 filename1.htm Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 November 24, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: John Stickel and Susan Block Re: Heartland Media Acquisition Corp. Draft Registration Statement on Form S-1 Submitted March 25, 2021 CIK |
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| March 25, 2021 |
TABLE OF CONTENTS As confidentially submitted with the U.S. Securities and Exchange Commission on March 24, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S |
