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, Leadership Update
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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
(Exact Name of Registrant as Specified in its Charter)
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Registrant's telephone number, including area code: (470 ) 355-1944
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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
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| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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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. Mr. Zieser served as Chairman of the Compensation Committee (the “Compensation Committee”) of the Board and as a member of the Audit Committee (the “Audit
Committee”) and the Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) of the Board. Mr. Zieser’s decision to resign from the Board is not the result of any disagreement with the Company with
respect to any matter relating to the Company’s operations, policies or practices, or any disagreements in respect of accounting principles, financial statement disclosure, or any issue impacting the Audit Committee. The Company thanks Mr. Zieser
for his service on the Board.
After giving effect to Mr. Zieser’s resignation, on March 24, 2023 the Audit Committee 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 30, 2023. The Company intends to regain compliance with NYSE Listed Company Manual Section
303A.07(A) promptly.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information regarding Mr. Zieser’s resignation contained in Item 3.01 is incorporated herein by reference.
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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March 30, 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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