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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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Anghami Inc (Name of Issuer) |
Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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
7,417,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 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
7,417,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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
7,417,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 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
7,417,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,417,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
Anghami Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
16th Fl, Al-Khatem Tower, ADGM Square, Al Maryah Island, Abu Dhabi,
UNITED ARAB EMIRATES
, -. | |
Item 1 Comment:
This Amendment No. 10 (this "Amendment No. 10") 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, Amendment No. 5 to the Original Schedule 13D, Amendment No. 6 to the Original Schedule 13D, Amendment No. 7 to the Original Schedule 13D, Amendment No. 8 to the Original Schedule 13D and Amendment No. 9 to the Original Schedule 13D filed on November 19, 2024, December 18, 2024, February 3, 2025, February 7, 2025, March 24, 2025, July 21, 2025, July 23, 2025, October 16, 2025 and June 26, 2026, 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. 10. Capitalized terms used but not defined in this Amendment No. 10 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. 10 shall be deemed to refer to the Amended Schedule 13D as amended and supplemented by this Amendment No. 10. | ||
| 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. 10 is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented by the addition of the following:
On September 11, 2026, OSN Streaming submitted a revised preliminary non-binding proposal (the "Revised Proposal") to the special committee of the Issuer's board of directors. In the Revised Proposal, OSN Streaming proposed to acquire all the Ordinary Shares not currently owned of record by OSN Streaming and beneficially owned by the Reporting Persons for $3.75 per Ordinary Share in cash. All other terms from the Proposal dated June 24, 2026 remain unchanged.
The foregoing description of the Revised Proposal is a summary of the material terms of the Revised Proposal, does not purport to be complete and is qualified in its entirety by reference to the Revised Proposal, a copy of which is included as Exhibit 17 to this Amendment No. 10 and is incorporated herein by reference. | ||
| 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 Amendment No. 10 are incorporated herein by reference. OSN Streaming is the record owner of an aggregate of (i) 6,074,721 Ordinary Shares, plus (ii) 1,342,624 Ordinary Shares underlying warrants that are exercisable at a price of $115 per Ordinary Share (subject to certain specified adjustments) in accordance with the terms of the OSN Warrant (as defined in the Amended Schedule 13D).
As of the date of this Amendment No. 10, (i) OSN Streaming Holding, a wholly owned subsidiary of PMH, holds a number of ordinary shares of OSN Streaming cumulatively representing 80.16% of the total issued share capital of OSN Streaming and (ii) the Purchaser holds a number of ordinary shares of OSN Streaming cumulatively representing 19.84% of the total issued share capital of OSN Streaming. Subject to the Third Completion, (i) OSN Streaming Holding will hold a number of ordinary shares of OSN Streaming cumulatively representing 70.23% of the total issued share capital of OSN Streaming and (ii) the Purchaser will hold a number of ordinary shares of OSN Streaming cumulatively representing up to 29.77% of the total issued share capital of OSN Streaming.
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 and its affiliates holds approximately 95.6%), 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 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 issuable 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 percentage ownership includes warrants held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants 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. 10 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 Amendment No. 10, 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 Amendment No. 10, 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. 10 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit Number Description
17 Non-Binding Revised Proposal Letter from OSN Streaming to the Special Committee of the Issuer's Board of Directors, dated September 11, 2026*
* Filed herewith. | ||
| 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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