SEC Comment Letter 0000000000-23-007489 to Heartland Media Acquisition Corp. (CIK 0001850529)
Heartland Media Acquisition Corp. (CIK 0001850529)
Date: July 13, 2023 · CIK: 0001850529 · Accession: 0000000000-23-007489
AI Filing Summary & Sentiment
File numbers found in text: 001-41152
Letter
United States securities and exchange commission logo 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
FirstName LastNameRobert S. Prather, Jr. Comapany NameHeartland Media Acquisition Corp. July 13, 2023 Page 2 FirstName LastName 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. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
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
FirstName LastNameRobert S. Prather, Jr.
Comapany NameHeartland Media Acquisition Corp.
July 13, 2023 Page 2
FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation