Anghami Inc. entered into a letter of intent to acquire Vistas Media Acquisition Company Inc. (NasdaqCM:VMAC) from Vistas Media Capital Pte. Ltd., Vistas Media Sponsor, Llc and others in a reverse merger transaction on November 3, 2020. Anghami Inc. entered into a definitive merger agreement to acquire Vistas Media Acquisition Company Inc. from Vistas Media Capital Pte. Ltd., Vistas Media Sponsor, Llc and others for $180 million in a reverse merger transaction on March 3, 2021. Upon the closing of the Business Combination Anghami's shareholders will be entitled to receive either all stock consideration or a combination of cash and stock consideration with an aggregate value of $180 million. The stock consideration payable to Anghami's shareholders will be a number of shares equal to (a) $180 million in enterprise value minus the cash consideration paid to such shareholders (if any), divided by (b) $10. Concurrently, SHUAA Capital psc. and Singapore based Vistas Media Capital, have gathered commitments of a combined $40 million in a PIPE. Anghami shareholders will receive cash consideration only if the available cash (as further described below) exceeds $50,000,000, in which case the cash consideration will be calculated as the lesser of (i)(A) such available cash minus the outstanding indebtedness of Pubco for borrowed money with a maturity date of more than one year as of the Closing multiplied by (B) 0.3, or (ii) the available cash minus such indebtedness referred to in clause (i)(A) above minus $50,000,000. The combined company will operate under the Anghami name and is expected to be listed on NASDAQ trading under the new symbol “ANGH”. It is anticipated that, upon completion of the Business Combination, (i) VMAC's existing stockholders, including the Sponsor, will own approximately 40.7% of the issued and outstanding Pubco Ordinary Shares, including 2,500,000 shares held by the Initial Stockholders that will be subject to certain lock-up arrangements pursuant to the lock-up agreement (ii) Anghami's existing shareholders will own approximately 45.0% of the issued and outstanding Pubco Ordinary Shares and (iii) the Subscribers in the PIPE will own approximately 12.7% of the issued and outstanding Pubco Ordinary Shares. Pursuant to agreement (i) the Company will merge with and into Vistas Merger Sub, with the Company surviving the merger and continuing as a subsidiary of Pubco, with each outstanding share of the Company converting into the right to receive one share of Pubco and each outstanding warrant of the Company converting into warrants to purchase shares of Pubco on the same terms (the “Vistas Merger”), and (ii) Anghami will merge with and into Anghami Merger Sub, with Anghami surviving the merger and continuing as a subsidiary of Pubco and Anghami's shareholders receiving shares of Pubco (the “Anghami Merger”). Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Anghami and the Company will continue to exist as wholly owned subsidiaries of Pubco.

The resulting issuers Board of Directors will consist of eleven individuals, three directors designated by the Vistas Media prior to the closing, including at least two who qualify as independent directors under Nasdaq rules, with none appointed to the first class, two appointed to the second class and one appointed to the third class; six directors designated by Anghami prior to the closing, including at least three who qualify as independent directors under Nasdaq rules, with one appointed to the first class, two appointed to the second class, and three appointed to the third class; and two directors designated by Shuaa Capital, both appointed to the first class and at least one of whom will qualify as an independent director under Nasdaq rules. In the event the number of directors on the board changes prior to the closing, the rights to designate directors will be adjusted such that Anghami will retain the ability to designate majority of the directors. As reported on August 3, 2021, parties to the transaction, submitted a confidential draft of a registration statement on Form F-4 to the U.S. Securities and Exchange Commission with respect to their proposed business combination.

The transaction is subject to certain customary conditions, including, among other things, Vistas Media shareholders' approval, minimum balance sheet requirement, approval/listing of news shares on stock exchange and execution of registration rights agreement, regulatory approvals, registration statement effectiveness and lockup agreement. The board of directors of both Vistas Media and Anghami have approved the transaction. Vistas Media's board of directors has unanimously approved the transaction and unanimously recommends that its stockholders approve the transaction. As of December 19, 2021, a notice is hereby given that a special meeting of stockholders of Vistas Media Acquisition Company Inc., will be held on January 19, 2022. As of December 16, 2021, registration statement filed on Form F-4 was declared effective by the SEC. As of January 19, 2022, Vistas Media's shareholders approved the transaction. The transaction is expected to close in second quarter of 2021. As of December 15, 2021, the business combination is expected to be consummated in the first quarter of 2022.

May Nasrallah of deNovo Corporate Advisors acted as financial advisor, and, Robert B. Heller, David Sakowitz and Jason Osborn of Winston & Strawn LLP acted as legal advisors to Vistas Media Acquisition Company. SHUAA Capital PSC acted as financial advisor and Ayse Yüksel Mahfoud, Brian Fenske, Trevor Pinkerton, Cem Tecimer and Todd Schroeder of Norton Rose Fulbright LLP acted as legal advisors to Anghami. Baker Botts L.L.P. acted as US counsel to SHUAA Capital. Isaac Kagan of Continental Stock Transfer & Trust Company acted as transfer agent to Vistas. Computershare Trust Company, N.A. acted as transfer agent and registrar to Anghami. Morrow Sodali LLC acted as proxy solicitor to VMAC for a fee of $27,500. Truist Securities acted as financial and capital markets advisor to Vistas Media Acquisition Company. Benchmark and I-Bankers Securities, Inc. also acted as financial advisors to Vistas Media Acquisition Company.

Anghami Inc. completed the acquisition of Vistas Media Acquisition Company Inc. (NasdaqCM:VMAC) from Vistas Media Capital Pte. Ltd., Vistas Media Sponsor, Llc and others in a reverse merger transaction on February 3, 2022.