UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~ ~~20,~~February ~~2022 (January 19~~3, 2022)

VISTAS MEDIA ACQUISITION COMPANY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39433

85-0588009

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

30 Wall Street, 8th Floor

New York, NY 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (212) 859-3525

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one redeemable warrant	VMACU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	VMAC	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	VMACW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5~~Introductory Note.~~07. Submission of Matters to a Vote of Security Holders.~~

OnAs previously ~~January~~disclosed, 19on March 3, ~~2022~~2021, Vistas Media Acquisition Company Inc. (~~the~~ “~~Company~~VMAC”) ~~held~~or ~~its special meeting (~~the “~~Special Meeting~~Company”) ~~of shareholders. At~~ ~~the~~entered ~~Special~~into ~~Meeting,~~a ~~the Company’s shareholders approved (1) the proposal to approve the business combination (the “~~Business Combination~~”),~~ ~~including~~Agreement ~~the business combination agreement, dated March 3, 2021~~ (~~as may be amended, supplemented, or otherwise modified from time to time,~~ the “Business Combination Agreement”), by and among ~~Vistas Media Acquisition Company Inc. (“~~VMAC”), Anghami, a Cayman Islands exempted company (“Anghami”), Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Anghami (“Pubco”), Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Vistas Merger Sub”), and Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Anghami Merger Sub”) (the “Business Combination Proposal”); (2) the proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (“Nasdaq Listing Rules”), the issuance of more than 20% of the current total issued and outstanding shares of VMAC Class A Common Stock (the “Nasdaq Proposal”) to the Subscribers of the PIPE Shares and to SHUAA Capital psc for services rendered in connection with the Business Combination; and (3) the proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or the holders of VMAC’s Class A Common Stock (the “Public Stockholders”) have elected to redeem an amount of VMAC Class A Common Stock such that the minimum available cash condition to the obligation to closing of the Business Combination (as described below) would not be satisfied (the “Adjournment Proposal”). The affirmative vote of at least a majority of the outstanding shares of VMAC’s Class A common stock, par value $0.0001 per share (“VMAC Class A Common Stock”), and Class B common stock (“VMAC Class B Common Stock,” and together with the VMAC Class A Common Stock, the “VMAC Common Stock”) present and entitled to vote at the Special Meeting was required to approve the Business Combination Proposal.

~~Set~~On February ~~forth~~3, ~~below~~2022 ~~are~~(the “Closing Date”), as contemplated by the ~~final~~Business Combination Agreement, (a) VMAC merged with ~~voting~~and ~~results~~into ~~for~~Vistas Merger Sub, with VMAC surviving the merger and continuing as a subsidiary of Pubco, with each outstanding share of VMAC converting into the right to receive one share of Pubco and each outstanding warrant of VMAC converting into warrants to purchase ordinary shares, par value of $0.0001 per share, of Pubco (“Pubco Ordinary Shares”) on the same terms (the “Vistas Merger”); and (ii) Anghami merged with and into Anghami Merger Sub, with Anghami surviving the merger and continuing as a subsidiary of Pubco and Anghami’s shareholders receiving Pubco Ordinary Shares (the “Anghami Merger” and together with the Vistas Merger, the “Merger”). Pursuant to the Business Combination ~~Proposal~~Agreement, ~~Equity~~each ~~Plan~~share ~~Proposal~~of VMAC common stock (including the VMAC common stock held by the Sponsor but excluding shares held in treasury by VMAC) was automatically converted into the right to receive one Pubco Ordinary Share and each outstanding VMAC warrant was assumed by Pubco and automatically converted into a warrant to purchase Pubco Ordinary Shares (“Pubco Warrants”). Anghami Shareholders received per shareholder consideration, as set forth and ~~Adjournment~~defined ~~Proposal~~in the Business Combination Agreement.

~~Business~~Additionally, on ~~Combination~~the ~~Proposal~~Closing Date, existing shareholders of Vistas completed the sale of an aggregate of 4,056,000 VMAC shares of Class A common stock to certain accredited investors (“PIPE Investors”), at a price per share of $10.00, for gross proceeds to such sellers of approximately $40.56 million (the “PIPE Investment”), pursuant to a series of subscription agreements (the “Subscription Agreements”) previously entered into between the PIPE Investors and VMAC.

The ~~Business Combination Proposal~~ ~~was~~Pubco ~~approved,~~Ordinary ~~approving~~Shares ~~the~~will ~~Business~~begin ~~Combination,~~trading ~~including~~on the ~~business~~Nasdaq ~~combination~~Global ~~agreement,~~Market ~~dated~~under asthe ofsymbol ~~March~~“ANGH” ~~3, 2021, by~~ and ~~among VMAC,~~the ~~Anghami,~~ Pubco, ~~Vistas~~Warrants ~~Merger~~“ANGHW” will ~~Sub~~begin ~~and~~trading ~~Anghami~~on ~~Merger~~the ~~Sub.~~Nasdaq ~~The~~Capital ~~voting~~Market, ~~results~~respectively, ofon ~~the~~February ~~VMAC~~4, ~~Common Stock were as follows:~~2022.

For		Against		Abstain
10,024,898		231,755		259

The description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business Combination Agreement, which was filed as Exhibit 2.1 to VMAC’s Current Report on Form 8-K filed on March 9, 2021, and is incorporated by reference herein.

~~Nasdaq~~Item 1.02. ~~Proposal~~Termination of a Material Definitive Agreement.

The information ~~Nasdaq~~set ~~Proposal~~forth ~~was~~in ~~approved, approving~~ the ~~issuance~~Introductory ofNote ~~more than 20%~~ of ~~the~~this ~~current~~Current ~~total~~Report ~~issued~~on ~~and outstanding shares of VMAC Class~~Form A8-K is ~~Common~~incorporated ~~Stock~~herein toby ~~the Subscribers of the PIPE Shares and to SHUAA Capital psc for services rendered in connection with the Business Combination~~reference. ~~The voting results of the VMAC Common Stock were as follows:~~

For		Against		Abstain
10,024,048		232,605		259

On the Closing Date, in connection with the consummation of the Merger, VMAC terminated, in accordance with its terms, that certain Investment Management Trust Agreement, between VMAC and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental invested the proceeds of VMAC’s initial public offering in a trust account.

~~Adjournment~~Item 2.01. ~~Proposal~~Completion of Acquisition or Disposition of Assets.

The ~~Adjournment Proposal was approved,~~ ~~approving~~information ~~the~~set ~~adjournment~~forth ofin the ~~Special~~Introductory ~~Meeting~~Note ~~to a later date or dates, if necessary, to permit further solicitation~~ and ~~vote~~Item of1.02 ~~proxies if, based upon the tabulated vote at the time~~ of ~~the~~this ~~special~~Current ~~meeting~~Report ofon ~~stockholders,~~Form 8-K is ~~there~~incorporated ~~are~~by ~~not sufficient votes to approve one or~~reference more proposals presented to stockholders for vote or the holders of VMAC’s Class A Common Stock have elected to redeem an amount of VMAC Class A Common Stock such that the minimum available cash condition to the obligation to closing of the Business Combination (as described above) would not be satisfied:herein.

For		Against		Abstain
10,024,492		232,061		359

Item 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Redemptions~~The information ofset ~~9,757,033~~forth ~~shares of~~in the ~~VMAC~~Introductory ~~Common~~Note ~~Stock~~and ~~were~~Item ~~tendered~~2.01 inof ~~connection~~this ~~with~~Current ~~the~~Report ~~approval~~on ofForm 8-K is ~~the~~incorporated ~~Business~~by ~~Combination~~reference herein.

OnIn ~~January~~connection 20with the consummation of the Merger, ~~2022~~on the Closing Date, VMAC notified the ~~Company~~Nasdaq ~~issued~~Stock Market LLC (“Nasdaq”) that the Merger had become effective and that VMAC’s outstanding securities had been converted into Pubco Ordinary Shares and Pubco Warrants. VMAC requested that Nasdaq delist VMAC’s Class A common stock, redeemable warrants, and units and, as a ~~press~~result, trading ~~release~~of (VMAC’s Class A common stock, redeemable warrants, and units on Nasdaq was suspended at 4:00 p.m. on February 3, 2022. On February 3, 2022, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the ~~“Press~~process of delisting VMAC’s Class ~~Release”)~~A common stock, ~~announcing~~redeemable warrants and units from Nasdaq and deregistering the ~~results~~securities under Section 12(b) of the ~~Special Meeting~~Securities Exchange Act of 1934, as amended.

~~A copy~~Item ~~of the Press Release, issued by the Company, is attached as Exhibit 99~~3.103. ~~and~~Material isModification ~~incorporated~~to byRights ~~reference~~of ~~into~~Security ~~this Item 8~~Holders.~~01.~~

The information set forth in the Introductory Note and Item 92.01 ~~Financial~~and ~~Statements~~Item 3.01 above and ~~Exhibits~~Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~(d)~~Item 5.01. ~~Exhibits~~Changes in Control of Registrant.

Exhibit No.		Description
99.1		Press Release

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~SIGNATURES~~As a result of the consummation of the Merger, a change in control of VMAC occurred. Following the consummation of the Merger, VMAC became a wholly owned subsidiary of Pubco.

~~Pursuant to the requirements of~~Item ~~the~~5.02. ~~Securities~~Departure ~~Exchange Act~~ of ~~1934,~~Directors ~~the~~or ~~registrant~~Certain ~~has~~Officers; ~~duly~~Election ~~caused~~of ~~this~~Directors; ~~report~~Appointment toof beCertain ~~signed~~Officers; onCompensatory ~~its~~Arrangements ~~behalf by the undersigned hereunto~~of ~~duly~~Certain ~~authorized~~Officers.

	VISTAS MEDIA ACQUISITION COMPANY INC.
	By:	/s/ F. Jacob Cherian
	Name:	F. Jacob Cherian
	Title:	Chief Executive Officer
Date: January 20, 2022

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of VMAC’s officers and directors resigned as a member of VMAC’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between VMAC and the officers and directors on any matter relating to VMAC’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
2.1*		Business Combination Agreement, dated as of March 3, 2021, by and among Vistas Media Acquisition Company Inc., Anghami, Anghami Inc., Anghami Vista 1 and Anghami Vista 2. (incorporated by reference to the VMAC Current Report on Form 8-K filed on March 9, 2021).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). VMAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISTAS MEDIA ACQUISITION COMPANY INC.

	By:	/s/ F. Jacob Cherian
	Name:	F. Jacob Cherian
	Title:	Chief Executive Officer
Date: February 4, 2022

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