Heartland Media Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events
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Finance
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
(Exact Name of Registrant as Specified in its Charter)
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(I.R.S. Employer Identification No.)
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Registrant's telephone number, including area code: (470 ) 355-1944
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange
on which registered
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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.
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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.
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On April 18, 2023, the Board appointed Salvatore Muoio to serve as a member of the Audit Committee of the Board.
On April 18, 2023, 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.
On April 18, 2023, the Board also appointed Alan Weber, an independent member of the Board, to serve as a member of the Nominating and
Corporate Governance Committee of the Board.
SIGNATURES
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.
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HEARTLAND MEDIA ACQUISITION CORP.
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Date:
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April 19, 2023
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By:
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/s/ Robert S. Prather, Jr.
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Name:
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Robert S. Prather, Jr.
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Title:
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Chief Executive Officer
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