SCHEDULE: OSN Streaming Group Boosts Anghami Stake to 70.8% with New Convertible Note Purchase

OSN Streaming Limited and its affiliates have increased their beneficial ownership in Anghami Inc. to 70.8% of outstanding shares following the election to purchase an additional $23 million convertible note.

Summary

• OSN Streaming Limited, along with OSN Streaming Holding Limited, Panther Media Holding Limited, Panther Media Group Limited, and Kuwait Projects Company (Holding) K.S.C.P., collectively hold beneficial ownership of 72,411,753 Ordinary Shares of Anghami Inc.
• This aggregate beneficial ownership represents 70.8% of Anghami Inc.'s total Ordinary Shares.
• The beneficial ownership comprises 36,985,507 directly 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 the conversion of convertible notes.
• OSN Streaming elected to purchase an additional $23,000,000 aggregate principal amount of notes (the 'Third Note') on July 17, 2025, and July 21, 2025.
• The total principal amount of convertible notes held by OSN Streaming now includes an Initial Note of $12,000,000, a Second Note of $20,000,000, and the newly elected Third Note of $23,000,000, all convertible at $2.50 per share.
• The calculation of percentage ownership is based on a total of 102,313,374 Ordinary Shares, which includes 66,887,128 Ordinary Shares outstanding as of July 21, 2025, plus the shares from warrants and convertible notes held by the Reporting Persons.
• OSN Streaming Holding, a wholly-owned subsidiary of Panther Media Holding Limited (PMH), will hold 66.17% of OSN Streaming's total issued share capital, while a Purchaser will hold up to 33.83% of OSN Streaming's share capital, subject to completion conditions.

Sentiment

Score: 7

Explanation: The document reflects a significant increase in a major shareholder's stake and a substantial capital injection through convertible notes, indicating strong commitment and potential for future strategic alignment. This is generally positive for the company's stability and growth prospects, although it also signifies increased control by a single group.

Future Outlook

Anghami Inc. intends to issue the Third Note on July 24, 2025, or another agreed-upon date. Future arrangements include the entry into a Shareholders' Agreement and an Option Agreement between OSN Streaming, OSN Streaming Holding, and a Purchaser, subject to completion conditions, to regulate their affairs concerning OSN Streaming and Anghami Inc.

Industry Context

This filing indicates a significant consolidation of ownership in Anghami Inc., a prominent player in the Middle East and North Africa (MENA) music streaming market. The increased stake by OSN Streaming and its affiliates, backed by Kuwait Projects Company (Holding) K.S.C.P., suggests a strengthening of strategic alignment and financial commitment from a major regional media and investment group. This could lead to enhanced synergies and market positioning for Anghami within the competitive streaming landscape.

Corporate Governance

Related Party Transactions

• The purchase of the Third Note by OSN Streaming Limited, which is part of a group including Kuwait Projects Company (Holding) K.S.C.P., represents a transaction between Anghami Inc. and a significant beneficial owner/related entity.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a single group to 70.8% could lead to greater stability and strategic direction, but also potentially reduced influence for minority shareholders.
• Company (Anghami Inc.): The capital injection from the Third Note provides additional funding for operations and growth initiatives.
• Employees: Potential for increased stability and strategic focus under a dominant shareholder, which could impact long-term employment prospects and company culture.
• Creditors: The capital raise through convertible notes could improve the company's financial position, potentially reducing credit risk.

Next Steps

• Anghami Inc. intends to issue the Third Note on July 24, 2025, or another agreed date.
• Subject to First Completion, OSN Streaming, OSN Streaming Holding, and the Purchaser will enter into a Shareholders' Agreement.
• Subject to First Completion, OSN Streaming Holding and the Purchaser will enter into an Option Agreement.

Key Dates

Keywords

Anghami Inc., OSN Streaming, Schedule 13D, Beneficial Ownership, Convertible Notes, Warrants, Shareholder Stake, SEC Filing, Middle East Streaming, Kuwait Projects Company