M&A - Anghami Inc

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925026787

Filing Summary: This Amendment No. 5 updates the Schedule 13D regarding Anghami Inc. and pertains to the Share Purchase Agreement (SPA) on March 23, 2025. OSN Streaming Holding, the seller, will sell shares representing up to 33.83% of OSN Streaming to DPlay Entertainment Limited (the Purchaser). The acquisition occurs in three tranches, each involving sales of ordinary shares for $19,000,000, culminating in a total of 5,700,354 shares post-completion. The governing documents include a Shareholders' Agreement that grants the Purchaser board representation rights at different ownership thresholds. The Issuer remains bound by restrictions regarding significant business changes and share disposals until the completions are satisfied. Certain rights to appoint directors, observers, and the handling of shares are detailed following the SPA. The total voting power, beneficial ownership, and the structure of the reporting group have been clarified against a total of 102,313,374 shares of which significant holdings are attributed to OSN Streaming. The reporting parties reserve rights for future share acquisitions, proxies, and influence on directors, highlighting a strategic investment in the streaming business of Anghami.

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