References to the "Company," "Heartland Media Acquisition Corp.," "Heartland Media," "Heartland," "our," "us" or "we" refer to Heartland Media Acquisition Corp. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings.

Overview

We are a blank check company incorporated as a Delaware corporation on February 10, 2021 and created for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). We have not selected any Business Combination target and we have not, nor has anyone on our behalf, had any substantive discussions, directly or indirectly, with any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering ("IPO") and the sale of the private placement warrants, the proceeds of the sale of our capital stock in connection with our initial Business Combination, shares of our capital stock issued to owners of the target, debt or a combination of cash, stock and debt.

The issuance of additional shares of our capital stock in connection with our initial Business Combination:

• may significantly dilute the equity interest of our existing investors, which


  dilution would increase if the anti-dilution provisions in the founder shares
  resulted in the issuance of shares of Class A common stock on a greater than
  one-to-one basis upon conversion of the founder shares;

• may subordinate the rights of holders of our common stock if preferred stock is

issued with rights senior to those afforded our common stock;

• could cause a change in control if a substantial number of shares of our common


  stock is issued, which may affect, among other things, our ability to use our
  net operating loss carry forwards, if any, and could result in the resignation
  or removal of our present officers and directors;

• may have the effect of delaying or preventing a change of control of us by


  diluting the stock ownership or voting rights of a person seeking to obtain
  control of us;

• may adversely affect prevailing market prices for our units, Class A common

stock and/or warrants; and

• may not result in adjustment to the exercise price of our warrants.





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Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

• default and foreclosure on our assets if our operating revenues after an

initial Business Combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all


  principal and interest payments when due if we breach certain covenants that
  require the maintenance of certain financial ratios or reserves without a
  waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the

debt is payable on demand;

• our inability to obtain necessary additional financing if the debt contains


  covenants restricting our ability to obtain such financing while the debt is
  outstanding;

• our inability to pay dividends on our common stock;

• using a substantial portion of our cash flow to pay principal and interest on


  our debt, which will reduce the funds available for dividends on our common
  stock if declared, expenses, capital expenditures, acquisitions and other
  general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital


  expenditures, acquisitions, debt service requirements, execution of our
  strategy and other purposes and other disadvantages compared to our competitors
  who have less debt.



Results of Operations

Our entire activity since inception through June 30, 2022 related to our formation and IPO, and subsequent to our IPO, the search for a target for our initial Business Combination. We do not expect to generate any operating revenues until after the completion of a Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after our IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended June 30, 2022, we had a net income of $154,010, which mainly consisted of formation and operating costs, provision for income taxes, warrant issuance costs, change in fair value of warrant liability, change in fair value of over-allotment option liability, and income from marketable securities held in the trust account.

For the six months ended June 30, 2022, we had a net income of $6,926,852, which mainly consisted of formation and operating costs, warrant issuance costs, change in fair value of warrant liability, change in fair value of over-allotment option liability, provision for income taxes and income from marketable securities held in the trust account.

For the three months ended June 30, 2021, we had a net loss of $70, which consisted of solely formation and operating costs.

For the period from February 10, 2021 (inception) through June 30, 2021, we had a net loss of $930, which consisted of solely formation and operating costs.



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Liquidity and Capital Resources

As of June 30, 2022, the Company had $509,749 in its operating bank account, and an adjusted working capital surplus of $694,542, which excludes franchise taxes payable of $112,872 and income tax payable of $36,872, of which such amounts can be paid from interest earned on the Trust Account. As of June 30, 2022, approximately $178,758 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company's tax obligations.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the sponsor a total of $20,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.

The holders of founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the IPO. These holders are entitled to certain demand and "piggyback" registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 2,625,000 units to cover over-allotments, if any. The underwriters partially exercised their over-allotment option on February 3, 2022 to purchase an additional 1,746,931 units at a price of $10.00 per unit.

The underwriters received a cash underwriting discount of $3,500,000 upon the IPO and $349,386 upon the partial exercise of the over-allotment option.

Additionally, the underwriters are entitled to a deferred underwriting discount of $6,736,426, upon the completion of our initial Business Combination.

Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP"). The preparation of these unaudited condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with US GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.



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Our significant accounting policies are fully described in Note 2 to our financial statements appearing in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We continue to evaluate the impact of ASU 2020-06 on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, (the "JOBS Act") was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.

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