UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of ~~the~~Report ~~report~~ (Date of earliest event reported): ~~April~~July 1824, 2023

HEARTLAND MEDIA ACQUISITION CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-41152	86-2016556
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3282 Northside Pkwy, Suite 275, Atlanta, Georgia		30327
3282 Northside Pkwy, Suite 275
(Address of Principal Executive Offices)		(Zip Code)
Atlanta, Georgia		30327
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (470) 355-1944

~~N/A~~Former name or former address, if changed since last report: 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:

☐	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 Securities Exchange Act of 1934:

Title of each class	Trading ~~Symbols~~symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant	HMA.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	HMA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HMA.WS	The New York Stock Exchange

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2023, on March 24, 2023, John Zieser notified Heartland Media Acquisition Corp. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company and its committees, effective immediately. After giving effect to Mr. Zieser’s resignation, on March 24, 2023, the Audit Committee of the Board temporarily no longer had three members as required by Section 303A.07(A) of the Listed Company Manual of the New York Stock Exchange (the “NYSE”). The Company informed the NYSE of the foregoing on March 27, 2023.

On April 18, 2023, with the appointment of Salvatore Muoio, an independent member of the Board, to the Audit Committee of the Board (as described below), the Company regained compliance with NYSE Listed Company Manual Section 303A.07(A).

Item 8.01.

Other Events.

On ~~April~~July 1824, 2023, Heartland Media Acquisition Corp. (the ~~Board~~“Company”) ~~appointed~~issued ~~Salvatore~~a ~~Muoio~~press torelease ~~serve~~announcing it will redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share, effective as aof ~~member~~the close of business on August 8, 2023, because the ~~Audit~~Company ~~Committee~~will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the ~~Board~~press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

OnCautionary ~~April~~Statements ~~18,~~Regarding ~~2023,~~Forward-Looking ~~the Board also appointed Steve Shapiro, a current member of the Compensation Committee of the Board, to serve as Chairman of the Compensation Committee of the Board.~~Statements

OnThis ~~April~~Current 18Report on Form 8-K may contain statements that constitute “forward-looking statements,” ~~2023~~including, without limitation, with respect to the ~~Board~~redemption ~~also~~of ~~appointed~~the ~~Alan~~Company’s ~~Weber~~public shares and the Company’s subsequent dissolution and liquidation and its delisting from the New York Stock Exchange and its termination of registration with the Securities and Exchange Commission, anand ~~independent~~related ~~member~~matters, as well as all other statements other than statements of historical fact included in this Current Report on Form 8-K. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the ~~Board~~beliefs of management, as well as assumptions made by, and information currently available to, ~~serve~~the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a ~~member~~result of certain factors detailed in the ~~Nominating~~Company’s filings with the Securities and Exchange Commission. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the ~~Corporate~~Company, ~~Governance~~including ~~Committee~~those set forth in the Risk Factors section of the ~~Board~~Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 24, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

HEARTLAND MEDIA ACQUISITION CORP.

	HEARTLAND MEDIA ACQUISITION CORP.

Date: July 24, 2023	By:	/s/ Robert S. Prather, Jr.
		Name:	Robert S. Prather, Jr.
		Title:	Chief Executive Officer

Date:	April 19, 2023	By:	/s/ Robert S. Prather, Jr.
		Name:	Robert S. Prather, Jr.
		Title:	Chief Executive Officer

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