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 box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42237V108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Heartland Sponsor LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
20.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
CUSIP No. 42237V108
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Robert S. Prather, Jr.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
4,811,732
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
20.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| Item 1(a). |
Name of Issuer:
|
Heartland Media Acquisition Corp.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
3282 Northside Pkwy, Suite 275
Atlanta, Georgia 30327
| Item 2(a). |
Names of Persons Filing:
|
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):
| (i) |
Heartland Sponsor LLC; and
|
| (ii) |
Robert S. Prather, Jr.
|
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of the Reporting Persons is 3282 Northside Pkwy, Suite 275, Atlanta, Georgia 30327.
| Item 2(c). |
Citizenship:
|
| (i) |
Heartland Sponsor LLC is a Delaware limited liability company; and
|
| (ii) |
Mr. Robert S. Prather, Jr. is a citizen of the United States.
|
| Item 2(d). |
Title of Class of Securities:
|
Class A common stock, $0.0001 par value per share.
| Item 2(e). |
CUSIP Number:
|
42237V108
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
|
| (e) |
☐ An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
| (f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
| (h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813).
|
| (i) |
☐ A church plan that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
| (j) |
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
|
| (k) |
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
| Item 4. |
Ownership.
|
Ownership as of December 31, 2022 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person. The percentage herein is calculated based upon the aggregate total of 19,246,931 Class A common shares, par value $0.0001 per share, and 4,811,732 Class B common shares, par value $0.0001 per share, issued and outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q
filed with the Securities and Exchange Commission on November 10, 2022.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Date: February 7, 2023
|
|
HEARTLAND SPONSOR LLC
|
|
By: /s/ Robert S. Prather, Jr.
|
|
Name: Robert S. Prather, Jr.
|
|
Title: Managing Member
|
|
ROBERT S. PRATHER, JR.
|
|
By: /s/ Robert S. Prather, Jr.
|
EXHIBIT INDEX
| A. |
Joint Filing Agreement, dated February 7, 2023, by and between Heartland Sponsor LLC and Robert S. Prather, Jr.
|