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                               July 13, 2023

       Robert S. Prather, Jr.
       Chief Executive Officer
       Heartland Media Acquisition Corp.
       3282 Northside Pkwy
       Suite 275
       Atlanta, GA 30327

                                                        Re: Heartland Media
Acquisition Corp.
                                                            Form 10-K for the
Year Ended December 31, 2022
                                                            Filed April 18,
2023
                                                            File No. 001-41152

       Dear Robert S. Prather, Jr.:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to the comment, we may have additional comments.

       Form 10-K for the year ended December 31, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in all future
                                                        periodic filings to
include disclosure that addresses how this fact could impact your ability
                                                        to complete your
initial business combination. For instance, discuss the risk to investors
                                                        that you may not be
able to complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
                                                        you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
 Robert S. Prather, Jr.
Heartland Media Acquisition Corp.
July 13, 2023
Page 2
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless. Please
include an example of
         your intended disclosure in your response and confirm that you will
provide these
         disclosures in your future periodic filings.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Myra Moosariparambil at (202) 551-3796 or Shannon Buskirk
at (202)
551-3717 if you have any questions.



FirstName LastNameRobert S. Prather, Jr.                     Sincerely,
Comapany NameHeartland Media Acquisition Corp.
                                                             Division of
Corporation Finance
July 13, 2023 Page 2                                         Office of Energy &
Transportation
FirstName LastName