Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 19, 2022, Vistas Media Acquisition Company Inc. (the "Company") held
its special meeting (the "Special Meeting") of shareholders. At the Special
Meeting, the Company's shareholders approved (1) the proposal to approve the
business combination (the "Business Combination"), including 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 forth below are the final voting results for the Business Combination
Proposal, Equity Plan Proposal, and Adjournment Proposal.
Business Combination Proposal
The Business Combination Proposal was approved, approving the Business
Combination, including the business combination agreement, dated as of March 3,
2021, by and among VMAC, Anghami, Pubco, Vistas Merger Sub and Anghami Merger
Sub. The voting results of the VMAC Common Stock were as follows:
For Against Abstain
10,024,898 231,755 259
Nasdaq Proposal
The Nasdaq Proposal was approved, approving the issuance of more than 20% of the
current total issued and outstanding shares of VMAC Class A Common Stock to the
Subscribers of the PIPE Shares and to SHUAA Capital psc for services rendered in
connection with the Business Combination. The voting results of the VMAC Common
Stock were as follows:
For Against Abstain
10,024,048 232,605 259
Adjournment Proposal
The Adjournment Proposal was approved, approving the adjournment of the Special
Meeting 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 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:
For Against Abstain
10,024,492 232,061 359
Item 8.01. Other Events.
Redemptions of 9,757,033 shares of the VMAC Common Stock were tendered in
connection with the approval of the Business Combination.
On January 20, 2022, the Company issued a press release (the "Press Release"),
announcing the results of the Special Meeting.
A copy of the Press Release, issued by the Company, is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
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