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Anghami gains $23M note as OSN group tightens majority control

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.






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




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




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




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




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




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


OSN Streaming Limited
Signature:/s/ Fiona Robertson
Name/Title:Fiona Robertson, Director
Date:07/21/2025
OSN Streaming Holding Limited
Signature:/s/ Fiona Robertson
Name/Title:Fiona Robertson, Director
Date:07/21/2025
Panther Media Holding Limited
Signature:/s/ Laura Herbin
Name/Title:Laura Herbin, Director
Date:07/21/2025
Panther Media Group Limited
Signature:/s/ Joseph El Kawkabani
Name/Title:Joseph El Kawkabani, Chief Executive Officer
Date:07/21/2025
Kuwait Projects Company (Holding) K.S.C.P
Signature:/s/ Sheikha Dana Naser Sabah Al Ahmad Al Sabah
Name/Title:Sheikha Dana Naser Sabah Al Ahmad Al Sabah, Director
Date:07/21/2025
Anghami

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