SCHEDULE 13D/A: Major Investor OSN Streaming Increases Stake in Anghami to 70.8% with New Convertible Note Issuance

OSN Streaming, part of the Kuwait Projects Company (Holding) K.S.C.P group, has increased its beneficial ownership in Anghami Inc. to 70.8% following the issuance of a $20 million convertible note and the option to purchase an additional $23 million in notes.

Summary

• OSN Streaming Ltd and its affiliates (OSN Streaming Holding Limited, Panther Media Holding Limited, Panther Media Group Limited, and Kuwait Projects Company (Holding) K.S.C.P) collectively beneficially own 72,411,753 Ordinary Shares of Anghami Inc.
• This represents 70.8% of Anghami's Ordinary Shares, calculated based on a total of 102,290,942 Ordinary Shares.
• The beneficial ownership comprises 36,985,507 currently held Ordinary Shares, 13,426,246 Ordinary Shares issuable upon the exercise of warrants at $11.50 per share, and 22,000,000 Ordinary Shares issuable upon conversion of various notes.
• Anghami Inc. issued a $20,000,000 aggregate principal amount "Second Note" to OSN Streaming on February 7, 2025, as part of a Note Purchase Agreement.
• The notes (Initial Note, Second Note, and remaining Additional Notes) are convertible into Ordinary Shares at a price of $2.50 per share.
• OSN Streaming retains the option to purchase additional notes up to an aggregate principal amount of $23,000,000 under the same agreement.
• The calculation of percentage ownership includes warrants and convertible notes held by the Reporting Persons but excludes other outstanding warrants or convertible notes held by other parties.

Sentiment

Score: 8

Explanation: The document indicates a significant increase in a major investor's stake and continued financial support through convertible notes, which is generally a strong positive signal for the company's stability and strategic direction. The investor group now holds a controlling interest, suggesting long-term commitment.

Positives

• Significant increase in beneficial ownership by a strategic investor (OSN Streaming and its group) to 70.8%, indicating strong commitment and confidence in Anghami Inc.
• Issuance of a $20,000,000 convertible note provides additional capital to Anghami Inc.
• Option for OSN Streaming to purchase an additional $23,000,000 in notes provides a potential future funding source for Anghami Inc.

Risks

• Potential future dilution for existing shareholders if OSN Streaming converts its warrants and notes, including the PIK Interest and the remaining Additional Notes.
• Dependence on OSN Streaming for future capital, as they have the option to purchase additional notes.

Future Outlook

OSN Streaming has the option to purchase an additional $23,000,000 in aggregate principal amount of notes from Anghami Inc., indicating a potential for further capital injection and increased ownership by the reporting group.

Industry Context

This filing indicates a significant consolidation of ownership in Anghami Inc., a digital music streaming service, by a major media and entertainment group (OSN/KIPCO) in the Middle East. This could suggest a strategic move to strengthen Anghami's position within the regional digital content landscape, potentially leveraging OSN's existing media infrastructure and content distribution networks.

Comparison to Industry Standards

• This document is a Schedule 13D amendment detailing beneficial ownership and financing arrangements, not a financial performance report. Therefore, direct comparisons to industry-standard financial metrics or project results of comparable companies are not applicable.
• The significant ownership stake (70.8%) by a single group is notable and suggests a controlling interest, which is a common strategy in certain industries for strategic investors.

Related Party Transactions

• The issuance of the Second Note and the option to purchase additional notes by Anghami Inc. to OSN Streaming Ltd, which is part of the same reporting group that holds a significant beneficial interest in Anghami Inc., constitutes a related party transaction.
• The reporting group (OSN Streaming Ltd, OSN Streaming Holding Limited, Panther Media Holding Limited, Panther Media Group Limited, and Kuwait Projects Company (Holding) K.S.C.P) is acting as a "group" and has shared voting and dispositive power over the securities.

Stakeholder Impact

• Shareholders: Existing shareholders not part of the reporting group face potential dilution from the conversion of warrants and convertible notes held by OSN Streaming, especially given the significant percentage of beneficial ownership (70.8%). However, the capital injection provides financial stability.
• Company (Anghami Inc.): Benefits from continued capital infusion and strong backing from a major strategic investor, which can support growth and operations.

Next Steps

• OSN Streaming may elect to purchase the remaining Additional Notes in an aggregate principal amount up to $23,000,000.
• OSN Streaming may convert the Initial Note, Second Note, and remaining Additional Notes into Ordinary Shares at a conversion price of $2.50 per share.
• OSN Streaming may convert any PIK Interest into Ordinary Shares after giving more than 60 days' notice to the Issuer.

Key Dates

Recommendation

Keywords

Anghami Inc, OSN Streaming, Schedule 13D, beneficial ownership, convertible notes, warrants, SEC filing, KIPCO, media, streaming, Middle East, investment, equity stake, capital raise