STOCK TITAN

OSN proposes $3.75 cash for Anghami minority shares

OSN Streaming and affiliates, holding 71.26% of Anghami, disclose a revised preliminary proposal to buy remaining shares for $3.75 per share in cash.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Anghami Inc (ANGH) received an updated Schedule 13D/A from OSN Streaming and its affiliated entities, which report beneficial ownership of 7,417,345 Ordinary Shares, representing 71.26% of Anghami’s Ordinary Shares on a beneficial basis. This includes 6,074,721 Ordinary Shares held of record by OSN Streaming plus 1,342,624 Ordinary Shares issuable upon exercise of warrants with an exercise price of $115 per share, based on a total of 10,408,663 Ordinary Shares (including those underlying the warrants).

On September 11, 2026, OSN Streaming submitted a revised preliminary non-binding proposal to Anghami’s special committee to acquire all Ordinary Shares not currently owned of record by OSN Streaming and beneficially owned by the reporting group for $3.75 per share in cash. All other terms from its earlier June 24, 2026 proposal remain unchanged. The filing also states that no reporting person has traded Anghami shares in the 60 days preceding this amendment.

Positive

  • Revised $3.75 cash proposal for remaining shares could provide a defined liquidity event for minority Anghami shareholders if a transaction is ultimately agreed and completed.
  • The reporting group’s 71.26% beneficial stake signals continued concentrated ownership support from OSN Streaming and its affiliates.

Negative

  • The offer is described as a preliminary non-binding proposal, so there is no certainty that any definitive agreement or transaction will occur at $3.75 per share.
  • With the reporting group controlling 71.26% of Anghami’s shares, minority shareholders have limited influence over the outcome and terms of any potential transaction.
Beneficially owned Ordinary Shares 7,417,345 shares Ordinary Shares beneficially owned by the reporting persons, including warrant shares
Beneficial ownership percentage 71.26% Portion of Anghami Ordinary Shares beneficially owned by the reporting persons
Ordinary Shares outstanding 9,066,039 shares Shares outstanding as of September 3, 2026, based on issuer information
Total shares for ownership calculation 10,408,663 shares Outstanding shares plus 1,342,624 shares underlying warrants held by the reporting persons
Warrant shares 1,342,624 shares Ordinary Shares issuable upon exercise of warrants held by the reporting persons
Warrant exercise price $115 per share Exercise price of OSN Warrant for 1,342,624 Ordinary Shares
Revised proposal price $3.75 per share Cash price offered in OSN Streaming’s revised preliminary non-binding proposal for remaining shares
OSN Streaming Holding stake pre-Third Completion 80.16% Percentage of OSN Streaming’s share capital held by OSN Streaming Holding before Third Completion
Schedule 13D regulatory
"This Amendment No. 10 amends the initial statement on filed on April 8, 2024"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially owned financial
"Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
non-binding proposal regulatory
"submitted a revised preliminary non-binding proposal (the "Revised Proposal") to the special committee"
A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.
special committee regulatory
"revised preliminary non-binding proposal (the "Revised Proposal") to the special committee of the Issuer's board"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
warrants financial
"Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
dispositive power financial
"may be deemed to have or share indirect voting and dispositive power, over any of the Ordinary Shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does OSN Streaming’s revised proposal offer for Anghami (ANGH) shares?

OSN Streaming submitted a revised preliminary non-binding proposal to acquire all Ordinary Shares it does not already own of record for $3.75 per share in cash, with all other terms from its June 24, 2026 proposal remaining unchanged.

Which Anghami (ANGH) securities are included in the reporting group’s 71.26% beneficial ownership?

The 71.26% beneficial ownership consists of 6,074,721 Ordinary Shares held by OSN Streaming plus 1,342,624 Ordinary Shares issuable upon exercise of warrants to acquire Ordinary Shares that are beneficially owned by the reporting persons.

What share count does the 71.26% ownership percentage for ANGH rely on?

The percentage is calculated using 10,408,663 Ordinary Shares, comprising 9,066,039 Ordinary Shares outstanding as of September 3, 2026, plus 1,342,624 Ordinary Shares issuable upon exercise of warrants held by the reporting persons.

What is the exercise price of the warrants referenced in the Anghami (ANGH) Schedule 13D/A?

The warrants beneficially owned by the reporting persons are exercisable for 1,342,624 Ordinary Shares at an exercise price of $115 per Ordinary Share, subject to specified adjustments under the OSN Warrant terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





G0369L200

(CUSIP Number)
Chris Thompson
OSN Building, Dubai Media City
Dubai, C0, -
971 (0) 43 67 7190


Shama Ali
OSN Building, Dubai Media City
Dubai, C0, -
971 (0) 436 77027


OSN Legal
OSN Building, Dubai Media City
Dubai, C0, -
971 (0) 436 77000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/11/2026

(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).




schemaVersion:


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) 6,074,721 ordinary shares, par value $0.001 per share (the "Ordinary Shares") of Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer"), plus (ii) 1,342,624 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 10,408,663 Ordinary Shares, which includes (i) 9,066,039 Ordinary Shares outstanding as of September 3, 2026, based upon information provided by the Issuer, plus (ii) 1,342,624 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 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) 6,074,721 Ordinary Shares, plus (ii) 1,342,624 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 10,408,663 Ordinary Shares, which includes (i) 9,066,039 Ordinary Shares outstanding as of September 3, 2026, based upon information provided by the Issuer, plus (ii) 1,342,624 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 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) 6,074,721 Ordinary Shares, plus (ii) 1,342,624 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 10,408,663 Ordinary Shares, which includes (i) 9,066,039 Ordinary Shares outstanding as of September 3, 2026, based upon information provided by the Issuer, plus (ii) 1,342,624 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 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) 6,074,721 Ordinary Shares, plus (ii) 1,342,624 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 10,408,663 Ordinary Shares, which includes (i) 9,066,039 Ordinary Shares outstanding as of September 3, 2026, based upon information provided by the Issuer, plus (ii) 1,342,624 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 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) 6,074,721 Ordinary Shares, plus (ii) 1,342,624 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 2. The calculation of the percentage ownership in this Schedule 13D with respect to the Reporting Persons is based on a total of 10,408,663 Ordinary Shares, which includes (i) 9,066,039 Ordinary Shares outstanding as of September 3, 2026, based upon information provided by the Issuer, plus (ii) 1,342,624 Ordinary Shares upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons. 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


OSN Streaming Limited
Signature:/s/ Meshal Ali
Name/Title:Meshal Ali, Director
Date:09/14/2026
OSN Streaming Holding Limited
Signature:/s/ Meshal Ali
Name/Title:Meshal Ali, Director
Date:09/14/2026
Panther Media Holding Limited
Signature:/s/ Meshal Ali
Name/Title:Meshal Ali, Director
Date:09/14/2026
Panther Media Group Limited
Signature:/s/ Meshal Ali
Name/Title:Meshal Ali, Director
Date:09/14/2026
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:09/14/2026

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