Sec Form 13D Filing - OSN Streaming Ltd filing for Anghami Inc. (ANGH) - 2025-02-03

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. 3 is incorporated herein by reference."

Item 4 of the Amended Schedule 13D is hereby supplemented by the addition of the following: "The Issuer intends to issue an Additional Note in the amount of $20,000,000 to OSN Streaming (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."

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 that is expected to be issued to OSN Streaming on February 7, 2025 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 January 31, 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 that is expected to be issued to OSN Streaming on February 7, 2025 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."

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. 3 is incorporated herein by reference."

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.

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 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. 3 is incorporated herein by reference."