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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Anghami Inc (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G0369L101 (CUSIP Number) |
Fiona Robertson OSN Building, Dubai Media City Dubai, C0, - 971-52-877-7826 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
OSN Streaming Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer") plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes (each as defined in the Amended Schedule 13D) that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement (as defined in the Amended Schedule 13D). The total number of Ordinary Shares into which the Notes (as defined in the Amended Schedule 13D) are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons.
SCHEDULE 13D
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| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
OSN Streaming Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons.
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Panther Media Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons.
SCHEDULE 13D
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| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Panther Media Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons.
SCHEDULE 13D
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| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Kuwait Projects Company (Holding) K.S.C.P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KUWAIT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Anghami Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
DUBAI INTERNET CITY, BUILDING 17, 2ND FLOOR, OFFICE 254, DUBAI,
UNITED ARAB EMIRATES
, 73030. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 4 (this "Amendment No. 4") amends the initial statement on Schedule 13D filed by the Reporting Persons on April 8, 2024 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D, Amendment No. 2 to the Original Schedule 13D and Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on November 19, 2024, December 18, 2024 and February 3, 2025, respectively (the Original Schedule 13D, as so amended and supplemented, the "Amended Schedule 13D"), relating to the Ordinary Shares of the Issuer. The information reported in the Amended Schedule 13D remains in effect, except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used but not defined in this Amendment No. 4 shall have the respective meanings ascribed to them in the Amended Schedule 13D. All references to the Schedule 13D in the Amended Schedule 13D and this Amendment No. 4 shall be deemed to refer to the Amended Schedule 13D as amended and supplemented by this Amendment No. 4. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Amended Schedule 13D is hereby supplemented by the addition of the following: "The information set forth in Item 4 of this Amendment No. 4 is incorporated herein by reference." | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Amended Schedule 13D is hereby supplemented by the addition of the following: "The Issuer issued the Second Note on February 7, 2025 pursuant to the Note Purchase Agreement. After giving effect to the purchase of the Second Note, OSN Streaming may elect to purchase the remaining Additional Notes in an aggregate principal amount up to an additional $23,000,000. The foregoing descriptions of the Note Purchase Agreement and the Notes are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement and the Notes, which were filed as Exhibits 8 and 9, respectively, to the Amended Schedule 13D." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in Item 5(a) of the Amended Schedule 13D is hereby amended and restated to read as follows: "The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date of this Schedule 13D, OSN Streaming is the record owner of an aggregate of (i) 36,985,507 Ordinary Shares, plus (ii) 13,426,246 Ordinary Shares underlying warrants that are exercisable at a price of $11.50 per Ordinary Share (subject to certain specified adjustments) in accordance with the terms of the OSN Warrant (as defined in Item 6 below), plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of (x) the $12,000,000 aggregate principal amount of the Initial Note, (y) the $20,000,000 aggregate principal amount of the Second Note and (z) the $23,000,000 aggregate principal amount of the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement, each at a per share conversion price of $2.50. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. OSN Streaming Holding, a wholly owned subsidiary of PMH, holds 100% of the equity interests in OSN Streaming. PMH, a wholly owned subsidiary of PMG, holds 100% of the equity interests in OSN Streaming Holding. PMG (a majority-owned subsidiary of which KIPCO holds approximately 88%), holds 100% of the equity interests in PMH. As such, these persons may be deemed to be members of a "group" with, and may be deemed to have or share indirect voting and dispositive power over any of the Issued Ordinary Shares acquired directly by, OSN Streaming. The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based on a total of 102,290,942 Ordinary Shares, which includes (i) 66,864,696 Ordinary Shares outstanding as of February 6, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the remaining Additional Notes that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons." | |
| (b) | The information in Item 5(b) of the Amended Schedule 13D is hereby amended and restated to read as follows: "The information set forth in Item 5(a) of this Amendment No. 4 is incorporated herein by reference." | |
| (c) | Except as set forth in Items 3, 4 and 6, which information is incorporated herein by reference, during the 60 days preceding the date of this Schedule 13D, none of the Reporting Persons has effected any transactions of Ordinary Shares. | |
| (d) | Except as otherwise set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Amended Schedule 13D is hereby supplemented by the addition of the following: "The information set forth in Item 4 of this Amendment No. 4 is incorporated herein by reference." | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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