Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
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.
The information regarding Mr. Zieser's resignation contained in Item 3.01 is
incorporated herein by reference.
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