Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
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.
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.
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