S-1/A 1 nt10022020x4_s1a.htm S-1/A

As filed with the U.S. Securities Exchange Commission on December 30, 2021.

Registration No. 333-261374

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HEARTLAND MEDIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware			6770			86-2016556
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

3282 Northside Pkwy

Suite 275

Atlanta, GA 30327

Telephone: (470) 355-1944

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert S. Prather, Jr.

3282 Northside Pkwy

Suite 275

Atlanta, GA 30327

Telephone: (470) 355-1944

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Daniel L. Forman

Louis Rambo

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Telephone: (212) 969-3000

Derek J. Dostal

Deanna L. Kirkpatrick

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant⁽²⁾

23,000,000 Units

$10.00

$230,000,000

$21,321

Shares of Class A common stock included as part of the units⁽³⁾

23,000,000 Shares

—

—⁽⁴⁾

Redeemable warrants included as part of the units⁽³⁾

11,500,000 Warrants

—

—⁽⁴⁾

Total

$230,000,000

$21,321⁽⁵⁾

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g).

(5)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Heartland Media Acquisition Corp. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-261374) (as amended, the “Registration Statement”) as an exhibits-only filing to file the consent of Marcum LLP filed herewith as Exhibit 23.1 in order to update the consent previously filed with the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the Consent filed herewith as Exhibit 23.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and financial statement schedules.

(a)

Exhibits.

Exhibit			Description
1.1*			Form of Underwriting Agreement
3.1*			Certificate of Incorporation
3.2*			Form of Amended and Restated Certificate of Incorporation
3.3*			Bylaws
4.1*			Specimen Unit Certificate
4.2*			Specimen Class A Common Stock Certificate
4.3*			Specimen Warrant Certificate (included in Exhibit 4.4)
4.4*			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
5.1*			Opinion of Proskauer Rose LLP
10.1*			Promissory Note, dated March 3, 2021, issued to Heartland Sponsor LLC
10.2*			Form of Letter Agreement among the Registrant and its officers, directors and Heartland Sponsor LLC
10.3*			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.4*			Form of Registration Rights Agreement between the Registrant and certain security holders
10.5*			Securities Subscription Agreement, dated March 3, 2021, between the Registrant and Heartland Sponsor LLC
10.6*			Form of Private Placement Warrants Purchase Agreement between the Registrant and Heartland Sponsor LLC
10.7*			Form of Indemnity Agreement
10.8*			Form of Administrative Services Agreement by and between the Registrant and Heartland Media, LLC
10.9*			Share Forfeiture Notice, dated October 27, 2021
23.1			Consent of Marcum LLP
23.2*			Consent of Proskauer Rose LLP (included in Exhibit 5.1)
24.1*			Power of Attorney (included on signature page to the initial filing of this Registration Statement)
99.1*			Consent of Salvatore Muoio
99.2*			Consent of Steven T. Shapiro
99.3*			Consent of Alan J. Weber
99.4*			Consent of John Zieser

*	Previously filed.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 30, 2021.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Robert S. Prather, Jr. his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

II-2

Heartland Media Acquisition Corp.

/s/ Robert S. Prather, Jr.

Name: Robert S. Prather, Jr.

Title: Chief Executive Officer