Anghami gains $23M note as OSN group tightens majority control
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
OSN Streaming Limited and affiliated entities filed Amendment No. 6 to Schedule 13D for Anghami Inc. ("ANGH"). The group now beneficially owns 72,411,753 ordinary shares, or 70.8% of Anghami’s outstanding stock. The stake is comprised of 36.99 M shares held outright, 13.43 M shares issuable from warrants exercisable at $11.50, and 22 M shares issuable upon conversion of three notes at $2.50.
On 17 & 21 Jul 2025 the group elected to purchase an additional US$23 M convertible note (“Third Note”) under the existing Note Purchase Agreement, bringing total convertible debt acquired to US$55 M (Initial $12 M, Second $20 M, Third $23 M). The Third Note is expected to be issued on or about 24 Jul 2025 and carries the same $2.50 conversion price, further increasing potential dilution.
The filing restates ownership calculations based on a fully-diluted 102.3 M share count and references a March 2025 SPA that could sell up to 33.83% of OSN Streaming to a purchaser, accompanied by shareholder and option agreements regulating future governance.
Positive
- $23 M additional funding strengthens Anghami’s cash position without immediate equity dilution.
- Continued backing from majority shareholder suggests long-term strategic commitment.
Negative
- Potential dilution from 22 M shares issuable at $2.50 plus warrants could pressure EPS and share price.
- 70.8% ownership concentration gives OSN near-total control, limiting minority shareholder influence.
Insights
TL;DR: OSN injects $23 M more via convertible note, raising potential control to 70.8%; good liquidity for Anghami but heightens dilution and control risk.
Analysis: The additional $23 M note signals continued strategic support and provides near-term liquidity to Anghami without immediate cash outlay for equity. Conversion at $2.50 is well below the $11.50 warrant strike, indicating OSN’s cost basis is highly favorable and could pressure future share valuation. Together with warrants, OSN controls a super-majority, effectively determining corporate actions and limiting minority influence. The SPA allowing up to 33.83% of OSN Streaming to be sold may introduce a new strategic partner, but Anghami remains dependent on OSN’s agenda. Overall, the disclosure is impactful because it confirms both fresh capital and reinforced control.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Anghami Inc (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G0369L101 (CUSIP Number) |
Fiona Robertson OSN Building, Dubai Media City Dubai, C0, - 971 52 877 7826 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
OSN Streaming Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability (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 (each as defined in the Amended Schedule 13D) and the Third Note (as defined in Item 4 of this Amendment No. 6) that OSN Streaming Limited ("OSN Streaming") elected to purchase pursuant to the Note Purchase Agreement (as defined in the Amended Schedule 13D). The total number of Ordinary Shares into which the Notes (as defined in the Amended Schedule 13D) 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.
2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the 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.
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
OSN Streaming Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares, 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. 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.
2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the 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.
3. Pursuant to the SPA entered into by and between OSN Streaming Holding, the Purchaser and the Purchaser Guarantor (in each case, as defined in the Amended Schedule 13D) on March 23, 2025, subject to the satisfaction or waiver of the conditions specified therein, the Purchaser will acquire from OSN Streaming Holding a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA. On the First Completion Date (as defined in the SPA), (i) OSN Streaming, OSN Streaming Holding and the Purchaser will enter into the Shareholders' Agreement (as defined in the Amended Schedule 13D) to, among other things, regulate their affairs in relation to OSN Streaming and the Issuer and (ii) OSN Streaming Holding and the Purchaser will enter into the Option Agreement (as defined in the Amended Schedule 13D), pursuant to which OSN Streaming Holding will grant the Purchaser certain call and put options in respect of ordinary shares in OSN Streaming on the terms and subject to the conditions set forth therein. For further information on the terms and conditions of the SPA, the Shareholders' Agreement and the Option Agreement, please see the Amended Schedule 13D.
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Panther Media Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares, 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. 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.
2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the 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.
3. Pursuant to the SPA entered into by and between OSN Streaming Holding, the Purchaser and the Purchaser Guarantor (in each case, as defined in the Amended Schedule 13D) on March 23, 2025, subject to the satisfaction or waiver of the conditions specified therein, the Purchaser will acquire from OSN Streaming Holding a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA. On the First Completion Date (as defined in the SPA), (i) OSN Streaming, OSN Streaming Holding and the Purchaser will enter into the Shareholders' Agreement (as defined in the Amended Schedule 13D) to, among other things, regulate their affairs in relation to OSN Streaming and the Issuer and (ii) OSN Streaming Holding and the Purchaser will enter into the Option Agreement (as defined in the Amended Schedule 13D), pursuant to which OSN Streaming Holding will grant the Purchaser certain call and put options in respect of ordinary shares in OSN Streaming on the terms and subject to the conditions set forth therein. For further information on the terms and conditions of the SPA, the Shareholders' Agreement and the Option Agreement, please see the Amended Schedule 13D.
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Panther Media Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares, 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. 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.
2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the 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.
3. Pursuant to the SPA entered into by and between OSN Streaming Holding, the Purchaser and the Purchaser Guarantor (in each case, as defined in the Amended Schedule 13D) on March 23, 2025, subject to the satisfaction or waiver of the conditions specified therein, the Purchaser will acquire from OSN Streaming Holding a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA. On the First Completion Date (as defined in the SPA), (i) OSN Streaming, OSN Streaming Holding and the Purchaser will enter into the Shareholders' Agreement (as defined in the Amended Schedule 13D) to, among other things, regulate their affairs in relation to OSN Streaming and the Issuer and (ii) OSN Streaming Holding and the Purchaser will enter into the Option Agreement, pursuant to which OSN Streaming Holding will grant the Purchaser certain call and put options in respect of ordinary shares in OSN Streaming on the terms and subject to the conditions set forth therein. For further information on the terms and conditions of the SPA, the Shareholders' Agreement and the Option Agreement, please see the Amended Schedule 13D.
SCHEDULE 13D
|
| CUSIP No. | G0369L101 |
| 1 |
Name of reporting person
Kuwait Projects Company (Holding) K.S.C.P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KUWAIT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,411,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
1. Each of shared voting power, shared dispositive power and aggregate amount beneficially owned by each reporting person with respect to the Reporting Persons consists of (i) 36,985,507 Ordinary Shares, 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 and the Third Note that OSN Streaming may elect to purchase pursuant to the Note Purchase Agreement. 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.
2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares 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 and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of the 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.
3. Pursuant to the SPA entered into by and between OSN Streaming Holding, the Purchaser and the Purchaser Guarantor (in each case, as defined in the Amended Schedule 13D) on March 23, 2025, subject to the satisfaction or waiver of the conditions specified therein, the Purchaser will acquire from OSN Streaming Holding a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA. On the First Completion Date (as defined in the SPA), (i) OSN Streaming, OSN Streaming Holding and the Purchaser will enter into the Shareholders' Agreement (as defined in the Amended Schedule 13D) to, among other things, regulate their affairs in relation to OSN Streaming and the Issuer and (ii) OSN Streaming Holding and the Purchaser will enter into the Option Agreement (as defined in the Amended Schedule 13D), pursuant to which OSN Streaming Holding will grant the Purchaser certain call and put options in respect of ordinary shares in OSN Streaming on the terms and subject to the conditions set forth therein. For further information on the terms and conditions of the SPA, the Shareholders' Agreement and the Option Agreement, please see the Amended Schedule 13D.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Anghami Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
16th Floor, Al-Khatem Tower, Abu Dhabi Global Market Sq, Al Maryah Is, Abu Dhabi,
UNITED ARAB EMIRATES
, -. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment No. 6") amends the initial statement on Schedule 13D filed on April 8, 2024 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D, Amendment No. 2 to the Original Schedule 13D, Amendment No. 3 to the Original Schedule 13D, Amendment No. 4 to the Original Schedule 13D and Amendment No. 5 to the Original Schedule 13D filed on November 19, 2024, December 18, 2024, February 3, 2025, February 7, 2025 and March 24, 2025, respectively (the Original Schedule 13D, as so amended and supplemented, the "Amended Schedule 13D"), relating to the Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is 16th Floor, Al-Khatem Tower, WeWork Hub71, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The information reported in the Amended Schedule 13D remains in effect, except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6. Capitalized terms used but not defined in this Amendment No. 6 shall have the respective meanings ascribed to them in the Amended Schedule 13D. All references to the Schedule 13D in the Amended Schedule 13D and this Amendment No. 6 shall be deemed to refer to the Amended Schedule 13D as amended and supplemented by this Amendment No. 6. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby supplemented by the addition of the following:
The information set forth in Item 4 of this Amendment No. 6 is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented by the addition of the following:
Pursuant to Section 2.03 of the Note Purchase Agreement, with written notices given on July 17, 2025 and July 21, 2025, OSN Streaming elected to purchase the remaining Additional Notes in an aggregate principal amount of $23,000,000 (the "Third Note"). As a result, the Issuer intends to issue the Third Note on July 24, 2025 or such other date as agreed between OSN Streaming and the Issuer.
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated 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 and (z) the $23,000,000 aggregate principal amount of the Third Note that OSN Streaming elected 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.
Subject to the First Completion, the Second Completion and the Third Completion (each as defined in Item 6 below), (i) OSN Streaming Holding, a wholly owned subsidiary of PMH, will hold a number of ordinary shares in OSN Streaming cumulatively representing 66.17% of the total issued share capital of OSN Streaming as of the date of the SPA and (ii) the Purchaser will hold a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA.
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 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 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 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 and the Third Note that OSN Streaming elected 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." | |
| (b) | Item 5(b) is hereby amended and restated as follows: "The information set forth in Item 5(a) of this Amendment No. 6 is incorporated herein by reference." | |
| (c) | Item 5(c) is hereby amended and restated as follows: "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." | |
| (d) | Item 5(d) is hereby amended and restated as follows: "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." | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby supplemented by the addition of the following:
The information set forth in Item 4 of this Amendment No. 6 is incorporated herein by reference. | ||
| SIGNATURE | |
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.
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