OSN Streaming Ltd. Amends Anghami Inc. Stake

TL;DR

OSN Streaming Ltd. just upped its stake in Anghami Inc. - watch this space.

AI Summary

On November 19, 2024, OSN Streaming Ltd. filed an amendment to its Schedule 13D regarding Anghami Inc. The filing indicates a change in beneficial ownership, with OSN Streaming Ltd. now holding a significant stake in Anghami Inc. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence over Anghami Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership can lead to significant shifts in company strategy and control, introducing uncertainty for investors.

Key Players & Entities

• OSN Streaming Ltd. (company) — Filing entity
• Anghami Inc. (company) — Subject company
• KUWAIT PROJECTS CO (HOLDING) K.S.C.P (company) — Group member
• PANTHER MEDIA GROUP LTD (company) — Group member
• PANTHER MEDIA HOLDING LTD (company) — Group member
• Fiona Robertson (person) — Authorized contact

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti
• $55.0 million — n a potential principal amount of up to $55.0 million (the “Maximum Amount” and s
• $12.0 million — dquo;) in a minimum principal amount of $12.0 million (the date on which such Initial Note is
• $43.0 million — an aggregate principal amount of up to $43.0 million during the 18-month period following th
• $2 — per share conversion price equal to (i) $2.50, if such conversion occurs before th
• $3 — niversary of the Funding Date, or (iii) $3.00, if such conversion occurs on or aft
• $3.00 — t a per share conversion price equal to $3.00 on the Maturity Date. The Notes will i
• $20.0 m — capital and receivable financing up to $20.0 million, plus, under certain circumstance
• $11.50 — ants that are exercisable at a price of $11.50 per Ordinary Share (subject to certain

Filing Documents

• tm2428842d1_sc13da.htm (SC 13D/A) — 92KB
• tm2428842d1_ex-7.htm (EX-99.7) — 35KB
• 0001104659-24-120571.txt ( ) — 129KB

of the Original Schedule 13D is hereby supplemented by the addition

Item 3 of the Original Schedule 13D is hereby supplemented by the addition of the following: “The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.” Item 4. Purpose of Transaction.

of the Original Schedule 13D is hereby supplemented by the addition

Item 4 of the Original Schedule 13D is hereby supplemented by the addition of the following: “On November 15, 2024, OSN Streaming delivered a non-binding proposal (the “Term Sheet”) to the Issuer for the potential issuance of senior unsecured convertible notes of the Issuer (the “Notes”) in a potential principal amount of up to $55.0 million (the “Maximum Amount” and such potential issuance, the “Proposed Financing”). The Term Sheet provides for the Issuer to issue an initial Note (the “Initial Note”) in a minimum principal amount of $12.0 million (the date on which such Initial Note is issued, the “Funding Date”) to OSN Streaming (or another entity designated by OSN Streaming) and grant OSN Streaming (or another entity designated by OSN Streaming) an option to purchase additional Notes in an aggregate principal amount of up to $43.0 million during the 18-month period following the Funding Date. Under the proposed terms of the Notes, the Notes will mature on the date that is 36 months from the Funding Date (the “Maturity Date”). Under the proposed terms, interest will accrue on the outstanding principal amount of each Note issued at a rate of 11.0% per annum, payable in kind (the “PIK Interest”) by adding the accrued PIK Interest to the outstanding principal amount of such Note on a monthly basis. The Term Sheet contemplates that prior to the Maturity Date, OSN Streaming may, at its sole discretion, elect to convert any portion of the outstanding principal amount of any Note issued and the accrued and unpaid PIK Interest thereon into Ordinary Shares at a per share conversion price equal to (i) $2.50, if such conversion occurs before the first anniversary of the Funding Date, (ii) $2.75, if such conversion occurs on or after the first anniversary and before the second anniversary of the Funding Date, or (iii) $3.00, if such conversion occurs on or after the second

of the Schedule 13D is hereby supplemented by the addition of

Item 6 of the Schedule 13D is hereby supplemented by the addition of the following: “The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.” Item 7. Materials to be Filed as Exhibits.

of the Schedule 13D is hereby supplemented to include the following

Item 7 of the Schedule 13D is hereby supplemented to include the following exhibit: Exhibit Number Description 7 Term Sheet, dated November 15, 2024.* *Filed herewith. CUSIP No. G0369L101 13D Page 8 of 8 Pages

SIGNATURES

SIGNATURES 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. Date : November 19, 2024 OSN Streaming Limited By: /s/ Fiona Robertson Name: Fiona Robertson Title: Director OSN Streaming Holding Limited By: /s/ Fiona Robertson Name: Fiona Robertson Title: Director Panther Media Holding Limited By: /s/ Laura Herbin Name: Laura Herbin Title: Director Panther Media Group Limited By: /s/ Joseph El Kawkabani Name: Joseph El Kawkabani Title: Chief Executive Officer Kuwait Projects Company (Holding) K.S.C.P By: /s/ Sheikha Dana Naser Sabah Al Ahmad Al Sabah Name: Sheikha Dana Naser Sabah Al Ahmad Al Sabah Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR