RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein. Certain of the following risk factors apply to the business and operations of Anghami and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Pubco, VMAC and Anghami which later may prove to be incorrect or incomplete. Pubco, VMAC and Anghami may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.

Risks Related to Anghami’s Business and Industry

If Anghami’s efforts to attract prospective users and to retain existing users are not successful, Anghami’s growth prospects and revenue will be adversely affected.

Anghami’s ability to grow its business and generate revenue depends on retaining and expanding the total user base, increasing advertising revenue by effectively monetizing its Ad-Supported Free service user base, and increasing the number of Premium service users. Anghami’s ability to attract new users, retain existing users, and convert Ad-Supported Free service users to Premium service users depends in large part on its ability to continue to offer leading technologies and products, compelling catalog of content, superior functionality, and a high-quality, user-friendly and engaging user experience. Some of its competitors, including Apple, Amazon, and Google, have developed, and are continuing to develop, devices for which their music streaming service is preloaded, which puts us at a significant competitive disadvantage. As consumer tastes and preferences change on the internet and with mobile devices and other internet-connected products, Anghami will need to enhance and improve its existing service, introduce new features, and maintain its competitive position with additional technological advances and an adaptable platform. If it fails to keep pace with technological advances or fails to offer compelling product offerings and state-of-the-art delivery platforms to meet consumer demands, Anghami’s ability to grow or sustain the reach of its service, attract and retain users, and increase Premium service users may be adversely affected.

In addition, in order to increase advertising revenue, Anghami also seeks to increase the listening time that its Ad-Supported Free service users spend on the Ad-Supported Free service. The more content Anghami streams under this service, the more advertising inventory it will have to sell. Generally, any increase in Ad-Supported Free service user base increases the size and scope of user pools targeted by advertisers, which improves Anghami’s ability to deliver relevant advertising to those users in a manner that maximizes its advertising customers’ return on investment. This, in turn, illustrates the effectiveness of Anghami’s advertising solutions and justifies its pricing structure. If Anghami fails to grow its Ad-Supported Free service user base, the amount of content streamed, and the listening time spent by these users, Anghami may be unable to grow Ad-Supported revenue. Moreover, since Anghami primarily sources Premium service user from the conversion of its Ad-Supported Free service users, any failure to grow the Ad-Supported Free service user base or convert them to Premium service users may negatively impact Anghami’s revenue.

Anghami depends on third-party licenses for sound recordings and musical compositions and an adverse change to, loss of, or claim that it does not hold any necessary licenses may materially adversely affect its business, operating results, and financial condition.

To secure the rights to stream sound recordings and the musical compositions embodied therein, Anghami enters into license agreements to obtain licenses from rights holders such as record labels, music publishers, performing rights organizations, collecting societies, and other copyright owners or their agents, and pays royalties to such parties or their agents around the world. Anghami works diligently to obtain all necessary licenses to stream sound recordings and the musical compositions embodied therein, however, there is no guarantee that the licenses available to it now will continue to be available in the future at rates and on terms that are favorable or commercially reasonable or at all. The terms of these licenses, including the royalty rates that Anghami is required to pay pursuant

to them, may change as a result of changes in its bargaining power, changes in the industry, changes in the law, or for other reasons. Increases in royalty rates or changes to other terms of these licenses may materially impact Anghami’s business, operating results, and financial condition.

Anghami has entered into license agreements to obtain rights to stream sound recordings, including from the major international record labels who hold the rights to stream a significant number of sound recordings such as Universal Music Group, Sony Music Entertainment, and Warner Music Group, as well as regional record labels, such as Qanawat Nile Production and Stars for Art production & distribution Offshore. If Anghami fails to retain these licenses, the size and quality of its catalog may be materially impacted and its business, operating results, and financial condition could be materially harmed.

Anghami generally obtains licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights. Anghami obtains mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof.

With respect to mechanical rights, in the MENA Operating Area, Anghami pays various rights owners through a ratemaking process conducted on a case-by-case basis based on negotiating each deal. Anghami obtains mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof. There are cases of publishing deals which are represented by bodies which combine both mechanical and public performance rights, such as SOLAR which represents mechanical rights of Sony Music Publishing and public performance rights from PRS and International Copyright Enterprise Services Limited among others. Since in many countries in the MENA Region, there are no collection societies, Anghami cannot guarantee that its licenses with the existing few collecting societies and/or its direct licenses with publishers provide full coverage for all of the musical compositions Anghami makes available to its users in such countries. As such there is a fragmented copyright licensing landscape which leads to publishers, songwriters, and other rights holders choosing not to be represented by collecting societies and that adversely impacts Anghami’s ability to secure favorable licensing arrangements in connection with musical compositions that such rights holders own or control, including increasing the costs of licensing such musical compositions, or subjecting Anghami to significant liability for copyright infringement.

In the United States, the rates Anghami pays are for mechanical rights, a function of a ratemaking proceeding conducted by an administrative agency called the Copyright Royalty Board. The most recent proceeding before the Copyright Royalty Board (the “Phonorecords III Proceedings”) set the rates for the Section 115 compulsory license for calendar years 2018 to 2022. The Copyright Royalty Board issued its initial written determination on January 26, 2018 and set up the Mechanical Licensing Collective (the “MLC”). The MLC is a nonprofit organization designated by the U.S. Copyright Office pursuant to the Music Modernization Act of 2018. In January 2021, the MLC began administering blanket mechanical licenses to eligible streaming and download services (digital service providers or DSPs) in the United States, which Anghami opted for and obtained a blanket license for mechanical rights in the U.S. The MLC collects the royalties due under those licenses from the DSPs and pay songwriters, composers, lyricists, and music publishers. Anghami currently believes that the current rates will not materially impact its business, operating results, and financial condition in the U.S. as although the U.S. is its biggest market outside of the MENA Operating Area, it is currently not a significant market. However, if Anghami does decide to expand its business (with both Arabic and international music) in the U.S., and does not perform as expected or if the rates are modified to be higher than the proposed rates, its content acquisition costs could increase and impact its ability to obtain content on pricing terms favorable to Anghami, which could negatively harm its business, operating results, and financial condition and hinder its ability to provide interactive features in Anghami’s services, or cause one or more of Anghami’s services not to be economically viable in U.S.

In the U.S., performing rights organizations (“PROs”) generally provide public performance rights, which negotiate blanket licenses with copyright users for the public performance of compositions, collect royalties, and distribute those royalties to rights owners. The royalty rates that apply to Anghami today may be subject to changes in the future. Licenses provided by two of these PROs, the American Society of Composers, Authors and Publishers and Broadcast Music, Inc. are governed by consent decrees which are subject to terms which could be unfavorable to Anghami in the future. This could affect its financial viability in the future in the U.S.

Anghami cannot guarantee that its licenses with collecting societies and its direct licenses with publishers provide full coverage for all of the musical compositions that Anghami makes available on its platform.

There also is no guarantee that Anghami has or will have all of the licenses it needs to stream content, as the process of obtaining such licenses involves many rights holders, some of whom are unknown, and myriad complex legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require Anghami to enter into license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify. See also the section entitled “Risk Factors — Risks Related to Anghami’s Business and Industry — Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on Anghami’s service and the ownership thereof may impact Anghami’s ability to perform its obligations under licenses, affect the size of its catalog, impact its ability to control content acquisition costs, and lead to potential copyright infringement claims.”

Further, Anghami cannot guarantee that such agreements will continue to be renewed indefinitely. For example, from time to time, license agreements with certain rights holders and/or their agents may expire while Anghami negotiates their renewals and, per industry custom and practice, it may enter into brief (for example, month-, week-, or even days-long) extensions of those agreements and/or continue to operate as if the license agreement had been extended, including by Anghami continuing to make music available. During these periods, Anghami may not have assurance of long-term access to such rights holders’ content, which could have a material adverse effect on its business and could lead to potential copyright infringement claims. It also is possible that such agreements will never be renewed at all. The lack of renewal, or termination, of one or more of Anghami’s license agreements, or the renewal of a license agreement on less favorable terms, also could have a material adverse effect on its business, financial condition, and results of operations.

Anghami is a party to many license agreements which are complex and impose numerous obligations upon it which may make it difficult to operate its business, and a breach of such agreements could adversely affect Anghami’s business, operating results, and financial condition.

Anghami’s license agreements are primarily complex and impose numerous obligations on it, including obligations to, among other things:

•        meet certain user and conversion targets in order to secure certain licenses and royalty rates;

•        calculate and make payments based on complex royalty structures, which requires tracking usage of content on Anghami’s service that may have inaccurate or incomplete metadata necessary for such calculation;

•        provide periodic reports on the exploitation of the content in specified formats;

•        represent that Anghami will obtain all necessary publishing licenses and consents and pay all associated fees, royalties, and other amounts due for the licensing of musical compositions;

•        provide advertising inventory;

•        comply with certain marketing and advertising restrictions; and

•        comply with certain security and technical specifications.

Some of Anghami’s license agreements grant the licensor the right to audit its compliance with the terms and conditions of such agreements. Some of the license agreements also include so-called “most favored nations” provisions which require that certain terms (including potentially the material terms) of such agreements are no less favorable than those provided to any similarly situated licensor. If triggered, these most favored nations provisions could cause Anghami’s payments or other obligations under those agreements to escalate substantially. Additionally, some license agreements require consent to undertake certain business initiatives and without such consent, Anghami’s ability to undertake new business initiatives may be limited and in turn could hurt its competitive position.

If Anghami materially breaches any of these obligations or any other obligations set forth in any of the license agreements, or if Anghami uses content in ways that are found to exceed the scope of such agreements, it could be subject to monetary penalties and its rights under such license agreements could be terminated, either of which could have a material adverse effect on Anghami’s business, operating results, and financial condition.

Anghami has no control over the providers of its content, and its business may be adversely affected if the access to music is limited or delayed. The concentration of control of content by Anghami’s major providers means that even one entity, or a small number of entities working together, may unilaterally affect its access to music and other content.

Anghami relies on music rights holders, over whom it has no control, for the content it makes available on Anghami’s service. Anghami cannot guarantee that these parties will always choose to license to it. The music industry has a high level of concentration, which means that one or a small number of entities may, on their own, take actions that adversely affect Anghami’s business. For example, with respect to sound recordings, the music licensed to Anghami under its agreements with Universal Music Group, Sony Music Entertainment, and Warner Music Group, makes up the majority of music consumed on Anghami’s service. For the year ended December 31, 2020, this content accounted for approximately 39.24% of streams.

Anghami’s business may be adversely affected if its access to music is limited or delayed because of deterioration in its relationships with one or more of these rights holders or if they choose not to license to Anghami for any other reason. Rights holders also may attempt to take advantage of their market power to seek onerous financial terms from Anghami, which could have a material adverse effect on its financial condition and results of operations. In 2019, Rotana Audio and Video (“Rotana”) terminated their license agreement. Anghami initiated an arbitration proceeding at the Commercial Courts in Beirut against Rotana for breach of the provisions of the license agreement. In October 2019, Rotana filed a suit against Anghami before Beirut First Instance Court, claiming that Anghami has been illegally distributing content owned by Rotana without a license. Rotana also initiated a legal claim against Anghami before the Cyber Crime Bureau in September 2020, alleging that Anghami kept some content owned by Rotana without a license. See the section entitled “Information about Anghami — Legal Proceedings” for more details. To the extent that these litigations with Rotana result in material damages, fines, or losses it could have a materially negative impact on Anghami’s business, results of operations, and financial condition.

Even if Anghami is able to secure rights to sound recordings from record labels and other copyright owners, artists and/or artist groups may object and may exert public or private pressure on third parties to discontinue licensing rights to Anghami, hold back content from it, or increase royalty rates. As a result, Anghami’s ability to continue to license rights to sound recordings is subject to convincing a broad range of stakeholders of the value and quality of Anghami’s service.

To the extent that Anghami is unable to license a large amount of content or the content of certain popular artists, its business, operating results, and financial condition could be materially adversely affected.

Anghami’s royalty payment arrangements are complex, and it is difficult to estimate the amount payable under license agreements.

Under Anghami’s license agreements, Anghami has to pay a royalty to record labels, music publishers, and other copyright owners in order to stream content. The determination of the amount and timing of such payments is complex and subject to a number of variables, including the revenue generated, the type of content streamed and the country in which it is streamed, the service tier such content is streamed on, identification of the appropriate license holder, size of user base, ratio of Ad-Supported Free service users to Premium service users, and any applicable advertising fees, app stores and telecom operators fees and discounts, among other variables. Additionally, for new licensing agreements, Anghami has certain arrangements because of which royalty costs are paid in advance or are subject to minimum guaranteed amounts. An accrual is estimated when actual royalty costs to be incurred during a contractual period are expected to fall short of the minimum guaranteed amount. Additionally, Anghami also has license agreements that include so-called “most favored nations” provisions that require that the material terms of such agreements are the most favorable material terms provided to any music licensor, which, if triggered, could cause Anghami’s royalty payments under those agreements to escalate substantially. An accrual and expense is recognized when it is probable that Anghami will make additional royalty payments under these terms.

Determining royalty payments is complex. As a result, Anghami may underpay or overpay the royalty amounts payable to record labels, music publishers, and other copyright owners. Underpayment could result in (i) litigation or other disputes with record labels, music publishers, and other copyright owners, (ii) the unexpected payment of additional royalties in material amounts, and (iii) damage to business relationships with record labels, music publishers, other copyright owners, and artists and/or artist groups. If Anghami overpays royalties, it may be unable to reclaim such overpayments, and its profits will suffer. Failure to accurately pay royalties may adversely affect Anghami’s business, operating results, and financial condition.

Minimum guarantees required under certain of Anghami’s license agreements for sound recordings and underlying musical compositions may limit Anghami’s operations and may adversely affect its business, operating results, and financial condition.

Certain of Anghami’s license agreements for sound recordings and musical compositions (both for mechanical rights and public performance rights) contain minimum guarantees and/or require that Anghami make minimum guarantee payments. As of December 31, 2020, Anghami has estimated future minimum guarantee commitments of $8,075,000. Such minimum guarantees related to content acquisition costs are not always tied to Anghami’s number of users, Premium service users, or the number of sound recordings and musical compositions used on Anghami’s service. Accordingly, Anghami’s ability to achieve and sustain profitability and operating leverage on its service depends, in part, on its ability to increase revenue through increased sales of Premium service and advertising sales on terms that maintain an adequate gross margin. The duration of license agreements that contain minimum guarantees is typically between one and two years, but Premium service users may cancel their subscriptions at any time. If Anghami’s forecasts of Premium service user acquisition do not meet its expectations or the number or advertising sales decline significantly during the term of the license agreements, Anghami’s margins may be materially and adversely affected. To the extent Premium service revenue growth or advertising sales do not meet Anghami’s expectations, Anghami’s business, operating results, and financial condition also could be adversely affected as a result of such minimum guarantees. In addition, the fixed cost nature of these minimum guarantees may limit Anghami’s flexibility in planning for, or reacting to, changes in its business and the market segments in which it operates.

Anghami relies on estimates of the market share of licensable content controlled by each content provider, as well as its own user growth and forecasted advertising revenue, to forecast whether such minimum guarantees could be recouped against Anghami’s actual content acquisition costs incurred over the duration of the license agreement. To the extent that these revenue and/or market share estimates underperform relative to Anghami’s expectations, leading to content acquisition costs that do not exceed such minimum guarantees, its margins may be materially and adversely affected.

Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on Anghami’s service and the ownership thereof may impact Anghami’s ability to perform its obligations under its licenses, affect the size of its catalog, impact its ability to control content acquisition costs, and lead to potential copyright infringement claims.

Comprehensive and accurate ownership information for the musical compositions embodied in sound recordings is often unavailable to Anghami or difficult or, in some cases, impossible for it to obtain, often times because it is withheld by the owners or administrators of such rights. Anghami currently relies on the assistance of third parties to determine this information. If the information provided to Anghami or obtained by such third parties does not comprehensively or accurately identify the ownership of musical compositions, or if Anghami is unable to determine which musical compositions correspond to specific sound recordings, it may be difficult or impossible to identify the appropriate rights holders to whom to pay royalties. This may make it difficult to comply with the obligations of any agreements with those rights holders.

These challenges, and others concerning the licensing of musical compositions embodied in sound recordings on Anghami’s service, may subject Anghami to significant liability for copyright infringement, breach of contract, or other claims. See the section entitled “Information about Anghami — Legal Proceedings.”

If Anghami’s security systems are breached, it may face civil liability, and public perception of its security measures could be diminished, either of which would negatively affect Anghami’s ability to attract and retain Premium service users, Ad-Supported Free service users, advertisers, content providers, and other business partners.

Techniques used to gain unauthorized access to data and software are constantly evolving, and Anghami may be unable to anticipate or prevent unauthorized access to data pertaining to its users, including credit card and debit card information and other personal data about its users, business partners, and employees. Like all internet services, Anghami’s service, which is supported by its own systems and those of third parties that Anghami works with, is vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from unauthorized use of its and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data. Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in the music subscription industry, and may occur on Anghami’s systems in the future. Because of Anghami’s prominence, Anghami believes that it is a particularly attractive target for such attacks. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of Anghami’s products and technical infrastructure to the satisfaction of its users may harm Anghami’s reputation and ability to retain existing users and attract new users. Although Anghami has developed systems and processes that are designed to protect its data and user data, to prevent data loss, to disable undesirable accounts and activities on the platform, and to prevent or detect security breaches, Anghami such measures may not provide absolute security, may fail, or may fail to stop such data loss or activities, and it may incur significant costs in protecting against or remediating cyber-attacks.

Any failure, or perceived failure, by Anghami to maintain the security of data relating to its users, to comply with its posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards, and contractual provisions to which Anghami may be bound, could result in the loss of confidence in Anghami, or result in actions against it by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause Anghami to lose users, advertisers, and revenues.

Assertions by third parties of infringement or other violation by Anghami of their intellectual property rights could harm Anghami’s business, operating results, and financial condition.

Third parties have asserted, and may in the future assert, that Anghami has infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights, and as Anghami faces increasing competition, the possibility of intellectual property rights claims against it grows. In October 2019, Rotana filed a case against Anghami, alleging that Anghami has been illegally distributing content owned by Rotana without a license. See the section entitled “Information About Anghami — Legal Proceedings.”

Anghami’s ability to provide its service is dependent upon its ability to license intellectual property rights to sound recordings and the musical compositions embodied therein, as well as related content such as album cover art and artist images. Various laws and regulations govern the copyright and other intellectual property rights associated with sound recordings and musical compositions. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. It may be the case that a third party asserts that it is infringing or violating a third-party intellectual property right, or it may be the case that Anghami may do so in the future. See the section entitled “Risk Factors — Risks Related to Anghami’s Business and Industry — Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on Anghami’s service and the ownership thereof may impact Anghami’s ability to perform its obligations under its licenses, affect the size of its catalog, impact its ability to control content acquisition costs, and lead to potential copyright infringement claims.”

In addition, music, internet, technology, and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Many companies in these industries, including many of Anghami’s competitors, have substantially larger patent and intellectual property portfolios than Anghami does, which could make it a target for litigation as it may not be able to assert counterclaims against parties that sue for patent, or other intellectual property infringement. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert claims in order to extract value from technology companies. Further, from time to time Anghami may introduce new

products and services, including in territories where it currently does not have an offering, which could increase its exposure to patent and other intellectual property claims from competitors and non-practicing entities. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm Anghami’s business, operating results, and financial condition. If Anghami is forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in its favor, Anghami may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require Anghami to pay significant damages, which may be even greater if it is found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that it has previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign its solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify its partners and other third parties; and/or take other actions that may have material effects on its business, operating results, and financial condition.

Additionally, Anghami relies on software programmers to design proprietary technologies, and it regularly contributes software source code under “open source” licenses and have made technology it has developed available under open source licenses. Anghami does not exercise complete control over the development efforts of its programmers, and it cannot be certain that its programmers have not used software that is subject to licenses that would require it to disclose code and/or innovations in its products or that they will not do so in the future. In the event that portions of Anghami’s proprietary technology are determined to be subject to licenses that require it to publicly release the affected portions of its source code, re-engineer a portion of its technologies, or otherwise be limited in the licensing of its technologies, Anghami may be forced to do so, each of which could materially harm its business, operating results, and financial condition.

Finally, some of the content offered on Anghami’s service is generated by its users or other content creators, subjecting Anghami to heightened risk of claims of intellectual property infringement by third-parties if such users and content creators do not obtain the appropriate authorizations from rights holders.

Failure to transfer the ownership of Anghami’s subsidiary in Egypt from certain employees may adversely affect its business, operating results, and financial condition.

Anghami for Digital Content, a joint-stock company registered in Egypt (“ADC”), was established in March 2017 by Anghami, with Walid Mansour, Edgard Jean Maroun and Elias Nabil Habib (each a current director of Anghami) as shareholders. However, following incorporation, the shareholders were not permitted to be holders of such securities by the Egyptian regulatory authorities, pending adequate security clearance. Anghami transferred the ownership of ADC to three employees of ADC instead, and each of these employees executed an acknowledgment stating that the shares are owned by Anghami, and an undertaking to remit the shares and transfer the ownership upon first demand by Anghami free of charge, waiving any rights in relation to the shares. Anghami is currently in the process of transferring the ownership of ADC to Anghami FZ LLC (a wholly owned subsidiary of Anghami), Hossam El Gamal and Emad Tayel with the Egyptian regulatory authorities. ADC accounted for 13.4% of Anghami’s revenue for the year ended December 31, 2020. However, Anghami may not be able to transfer ADC’s ownership promptly, or at all. If Anghami is unable to transfer such ownership, it intends to continue with the current circumstance, transferring ownership when necessary to other employees under similar agreements. If that is not possible or if the employees assert ownership over such shares in any capacity or purport to transfer ownership to another party other than at Anghami’s direction, Anghami may have to expend significant time and financial resources to support and secure its ownership of ADC. Accordingly, Anghami’s business, operating results, and financial condition may be adversely affected if it is unable to transfer the ownership of ADC.

Failure to protect Anghami’s intellectual property could substantially harm its business, operating results, and financial condition.

The success of Anghami’s business depends on its ability to protect and enforce its patents, trade secrets, trademarks, copyrights, and all of its other intellectual property rights, including intellectual property rights underlying Anghami’s service. Anghami attempts to protect its intellectual property under patent, trade secret, trademark, and copyright laws through a combination of employee, third-party assignment and nondisclosure agreements, other contractual restrictions, technological measures, and other methods, which provide only limited protection. Despite

Anghami’s efforts to protect its intellectual property rights and trade secrets, unauthorized parties may attempt to copy aspects of its song recommendation technology or other technology, or obtain and use its trade secrets and other confidential information. Moreover, policing Anghami’s intellectual property rights is difficult and time consuming.

Anghami has filed, and may in the future file, patent applications on certain of its innovations. It is possible, however, that these innovations may not be patentable. In addition, given the cost, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, Anghami may choose not to seek patent protection for some innovations. Furthermore, Anghami’s patent applications may not issue as granted patents, the scope of the protection gained may be insufficient or an issued patent may be deemed invalid or unenforceable. Further, Anghami cannot guarantee that any of its present or future patents or other intellectual property rights will not lapse or be invalidated, circumvented, challenged, or abandoned. Neither can Anghami guarantee that its intellectual property rights will provide competitive advantages to it. Anghami’s ability to assert its intellectual property rights against potential competitors or to settle current or future disputes could be limited by its relationships with third parties, and any of its pending or future patent applications may not have the scope of coverage originally sought. Anghami cannot guarantee that its intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. Anghami could lose both the ability to assert its intellectual property rights against, or to license its technology to, others and the ability to collect royalties or other payments.

Anghami currently owns the www.anghami.com internet domain name and various other related domain names. Internet regulatory bodies generally regulate domain names. If Anghami loses the ability to use a domain name in a particular country, it would be forced either to incur significant additional expenses to market Anghami’s service within that country or, in extreme cases, to elect not to offer Anghami’s service in that country. Either result could harm its business, operating results, and financial condition. Regulatory bodies could also establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, Anghami may not be able to acquire or maintain the domain names that utilize its brand names in the countries in which it may conduct business in the future.

Anghami has initiated, and may in the future initiate, litigation or proceedings before governmental authorities and administrative bodies, to enforce Anghami’s intellectual property rights, to protect its patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Anghami’s efforts to enforce or protect its proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm its operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect Anghami’s ability to protect and enforce its patents and other intellectual property.

Anghami’s user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect its reputation and business.

Anghami regularly reviews key metrics related to the operation of its business, including, but not limited to, active users, Premium subscribers and conversion, Premium average revenue per user, unit economics and EBITDA, Premium user churn rate, Arabic content and originals content creation to evaluate growth trends, measure performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. These numbers were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC, or the applicable guidelines for the preparation and presentation of financial statements. While these numbers are based on what Anghami believes to be reasonable estimates of its user base for the applicable period of measurement, there are inherent challenges in measuring how Anghami’s service is used across large populations globally. For example, Anghami believes that there are individuals who have multiple Anghami accounts, which can result in an overstatement of active users. Errors or inaccuracies in metrics or data could result in incorrect business decisions and inefficiencies.

In addition, advertisers generally rely on third-party measurement services to calculate Anghami’s metrics, and these third-party measurement services may not reflect its true audience. Some of Anghami’s demographic data also may be incomplete or inaccurate because users self-report their names and dates of birth. If advertisers, partners, or investors do not perceive Anghami’s user, geographic, or other demographic metrics to be accurate representations of its user base, or if Anghami discovers material inaccuracies in its user, geographic, or other demographic metrics, its

reputation may be seriously harmed. See the sections entitled “Risk Factors — Risks Related to Anghami’s Business and Industry — Anghami relies on advertising revenue from its Ad-Supported Free service, and any failure to convince advertisers of the benefits of its Ad-Supported Free service in the future could harm its business, operating results, and financial condition,” “— Anghami is at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on its business, operating results, and financial condition,” and “— Anghami is at risk of attempts at unauthorized access to its service and failure to effectively prevent and remediate such attempts could have an adverse impact on its business, operating results, and financial condition.”

Anghami is at risk of attempts at unauthorized access to its service and failure to effectively prevent and remediate such attempts could have an adverse impact on its business, operating results, and financial condition.

Anghami is at risk of being impacted by attempts by third parties to manipulate and exploit its software for the purpose of gaining unauthorized access to Anghami’s service. If Anghami has currently failed to successfully detect and address such issues or if in the future Anghami fails to successfully detect and address such issues, it may have artificial effects on key performance indicators, which underlie, among other things, Anghami’s contractual obligations with rights holders and advertisers, as well as harm its relationship with advertisers and rights holders. This may also impact Anghami’s results of operations, particularly with respect to margins on its Ad-Supported Free service segment, by increasing the Ad-Supported cost of revenue without a corresponding increase to its Ad-Supported revenue, and could expose Anghami to claims for damages including, but not limited to, from rights holders, any of which could seriously harm its business. Moreover, once Anghami detects and corrects such unauthorized access and any key performance indicators it affects, investor confidence in the integrity of Anghami’s key performance indicators could be undermined. These could have a material adverse impact on Anghami’s business, operating results, and financial condition.

Anghami is at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on its business, operating results, and financial condition.

Anghami has in the past been, and continues to be, impacted by attempts by third parties to artificially manipulate stream counts. Such attempts may, for example, be designed to generate revenue for rights holders or to influence placement of content on Anghami-created playlists or industry music charts. These potentially fraudulent streams also may involve the creation of non-bona fide user accounts or artists. Anghami uses a combination of algorithms and manual review by employees to detect fraudulent streams. However, it may not be successful in detecting, removing, and addressing all fraudulent streams (and any related user accounts). If Anghami fails to successfully detect, remove, and address fraudulent streams and associated user accounts, it may result in the manipulation of its data, including the key performance indicators which underlie, among other things, its contractual obligations with rights holders and advertisers (which could expose Anghami to the risk of litigation), as well as harm its relationships with advertisers and rights holders. In addition, once Anghami detects, corrects, and discloses fraudulent streams and associated user accounts and the key performance indicators they affect, investor confidence in the integrity of its key performance indicators could be undermined. These could have a material adverse impact on Anghami’s business, operating results, and financial condition.

If Anghami fails to develop and maintain an effective system of internal controls covering financial reporting, Anghami and Pubco may be unable to accurately or timely report its financial results or prevent fraud, and investor confidence and the market price of Pubco’s shares may be materially and adversely impacted.

Effective internal controls over financial reporting are necessary for Anghami and Pubco to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Prior to the Business Combination, Anghami was a private company with limited accounting personnel and limited resources with which to address internal controls over financial reporting. In connection with the audit of its consolidated financial statements for the years ended December 31, 2019 and 2020, Anghami and its independent registered public accounting firm identified certain material weaknesses in its internal controls over financial reporting.

As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal controls covering financial reporting, such that there is a reasonable possibility that a material misstatement of the financial statements will not be detected or prevented on a timely basis.

The material weaknesses identified were:

•        Anghami did not have sufficient skilled personnel with requisite IFRS reporting knowledge and experience;

•        Anghami did not have sufficient entity level controls and sufficiently designed internal controls and financial reporting policies and procedures including segregation of duties that are commensurate with IFRS reporting requirements; and

•        Anghami did not have sufficient effective controls over prospective financial information used in the Anghami’s going concern assessment.

These material weaknesses, if not remedied in a timely manner, may lead to material misstatements in Pubco’s future consolidated financial statements.

Anghami was neither historically required to perform an evaluation of internal controls covering financial reporting as of December 31, 2019 or December 31, 2020 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company, nor did Anghami undertake a comprehensive assessment of its internal controls for purposes of identifying and reporting material weaknesses and other control deficiencies. Had Anghami performed a formal assessment of its internal controls over financial reporting or had its independent registered public accounting firm performed an audit of Anghami’s internal controls over financial reporting, additional deficiencies may have been identified.

As a public company, Pubco will be required to maintain internal control over financial reporting, including adequate disclosure controls and procedures, and to report any material weaknesses in those internal controls, subject to any exemptions that it avails itself of under the JOBS Act (including the requirement to provide an auditor’s attestation report under Section 404(b) of the Sarbanes-Oxley Act). For example, Pubco will be required to perform system and process evaluation and testing of its internal control over financial reporting to allow its management to report on the effectiveness of its internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. If Anghami and Pubco are unable to successfully remediate the identified material weaknesses, if Anghami or Pubco discovers additional material weaknesses or if Anghami or Pubco is otherwise unable to report financial statements accurately or in a timely manner, Pubco would be required to continue disclosing such material weaknesses in future filings with the SEC, which could adversely affect its business, investor confidence in the company and the market price of its ordinary shares and could subject Pubco to litigation or regulatory enforcement actions. As a result, shareholders could lose confidence in Pubco’s financial and other public reporting, which would harm its business and the market value of its ordinary shares.

Pubco’s management and accounting teams will consist primarily of the existing management and accounting teams of Anghami. Following the identification of the material weaknesses, Anghami has begun taking measures, and Pubco will continue to take measures, to remediate these control deficiencies. See the section entitled “Anghami Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Controls over Financial Reporting.” However, the implementation of these measures may not fully address the material weaknesses in Anghami’s internal controls covering financial reporting, and Anghami cannot conclude that they have been fully remediated. Anghami and Pubco’s failure to correct the material weaknesses or their failure to discover and address any other deficiencies could result in inaccuracies in Pubco’s financial statements and impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. At the time of this proxy statement/prospectus, such material weaknesses have not been remediated.

Anghami is subject to a variety of laws around the world. Government regulation of the internet is evolving and any changes in government regulations relating to the internet or other areas of Anghami’s business or other unfavorable developments may adversely affect its business, operating results, and financial condition.

Anghami is an international company with offices and/or operations in 16 countries and territories around the world. As a result of this organizational structure and the scope of Anghami’s operations, Anghami is subject to a variety of laws in different countries. The scope and interpretation of the laws that are or may be applicable to it are often uncertain and may be conflicting, additionally, as Anghami’s business grows and evolves, it will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to Anghami’s business and the new laws to which it may become subject.

Anghami is subject to general business regulations and laws, as well as regulations and laws specific to the internet. Such laws and regulations include, but are not limited to, labor, advertising and marketing, real estate, taxation, user privacy, data collection and protection, intellectual property, anti-corruption, anti-money laundering, foreign

exchange controls, antitrust and competition, electronic contracts, telecommunications, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, broadband internet access, and content restrictions. Anghami cannot guarantee that it has been or will be fully compliant in every jurisdiction in which it is subject to regulation, as existing laws and regulations are constantly changing. The adoption or modification of laws or regulations relating to the internet or other areas of Anghami’s business could limit or otherwise adversely affect the manner in which it currently conducts business. Further, compliance with laws, regulations, and other requirements imposed upon Anghami’s business may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.

Moreover, as internet commerce continues to evolve, increasing regulation by international regulators becomes more likely and may lead to more stringent consumer protection laws, which may impose additional burdens on Anghami. The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet, including laws limiting internet neutrality, could decrease user demand for Anghami’s service and increase its cost of doing business. Future regulations, or changes in laws and regulations or their existing interpretations or applications, also could hinder its operational flexibility, raise compliance costs, and result in additional historical or future liabilities, resulting in material adverse impacts on Anghami’s business, operating results, and financial condition.

Anghami depends on highly skilled key personnel to operate its business, and if it is unable to attract, retain, and motivate qualified personnel, Anghami’s ability to develop and successfully grow its business could be harmed.

Anghami believes that its future success is highly dependent on the talents and contributions of its senior management, Edgard Maroun, its Chief Executive Officer, and Elias Habib, its Chief Technical Officer, members of its executive team, and other key employees, such as key engineering, finance, research and development, marketing, and sales personnel. Anghami’s future success depends on its continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. Certain members of Anghami’s senior management, are free to terminate their employment relationship at any time, and their knowledge of Anghami’s business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and Anghami may incur significant costs to attract them. If Anghami is unable to attract and retain senior management and key employees, it may not be able to achieve its strategic objectives, and its business could be harmed.

Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards that Anghami does not control. Changes in Anghami’s service or those operating systems, hardware, networks, regulations, or standards, and Anghami’s limitations on its ability to access those platforms, operating systems, hardware, or networks may seriously harm its business.

Anghami’s service requires high-bandwidth data capabilities and if the costs of data usage increase or access to data networks is limited, its business may be seriously harmed. Additionally, to deliver high-quality audio, video, and other content over networks, Anghami’s services must work well with a range of technologies, systems, networks, regulations, and standards that it does not control.

Anghami also relies on a variety of operating systems, online platforms, hardware, and networks to reach its customers. These platforms range from desktop and mobile operating systems and application stores to wearables and intelligent voice assistants. The owners or operators of these platforms may not share Anghami’s interests and may restrict its access to them or place conditions on access that would materially affect Anghami’s ability to access those platforms. In particular, where the owner of a platform also is Anghami’s direct competitor, the platform may attempt to use this position to affect Anghami’s access to customers and ability to compete. Online platforms also may unilaterally impose certain requirements that negatively affect Anghami’s ability to convert users to the Premium service, such as conditions that limit its freedom to communicate promotions and offers to the users. Similarly, online platforms may force Anghami to use the platform’s payment processing systems which may be inferior to and more costly than other payment processing services available in the market. Online platforms frequently change the rules and requirements for services like Anghami’s to access the platform, and such changes may adversely affect the success or desirability of Anghami’s service. Online platforms may limit Anghami’s access to information about customers, limiting its ability to convert and retain them. Online platforms also may deny access to application programming interfaces (“API”) or documentation, limiting functionality of Anghami’s service on the platform. There can be no assurance that Anghami will be able to comply with the requirements of those operating systems, online platforms, hardware, networks, regulations, and standards on which Anghami’s service depends, and failure to do so could result in serious harm to its business.

Anghami faces and will continue to face competition for Ad-Supported Free service users, Premium service users, and user listening time.

Anghami competes for the time and attention of its users with other content providers on the basis of a number of factors, including quality of experience, relevance, diversity of content, ease of use, price, accessibility, perception of advertising load, brand awareness, and reputation. Anghami competes with providers of on-demand music, which is purchased or available for free and playable on mobile devices and in the home. These forms of media may be purchased, downloaded, and owned such as iTunes audio files, MP3s, or CDs, or accessed from subscription or free online on-demand offerings by music providers or content streams from other online services. Anghami faces increasing competition for users from a growing variety of businesses, including other subscription music services around the world, many of which offer services that are similar to Anghami’s service, that deliver music content over the internet, through mobile phones, and through other wireless devices. Many of Anghami’s current or future competitors are already entrenched or may have significant brand recognition in a particular region or market in which it seeks to penetrate.

Anghami also competes with providers of internet radio both online and through connected mobile devices. These internet radio providers may offer more extensive content libraries than Anghami offers and some may have a broader international offering than Anghami’s. Anghami also competes with terrestrial radio, satellite radio, and online radio. In addition, Anghami also competes for users with providers of social media services both online and through connected mobile devices.

Anghami also believes that companies with a combination of technical expertise, brand recognition, financial resources, and digital media experience also pose a significant threat of developing competing on-demand music distribution technologies. In particular, if known incumbents in the digital media space such as Facebook choose to offer competing services, they may devote greater resources than Anghami has available, have a more accelerated time frame for deployment, and leverage their existing user base and proprietary technologies to provide services that Anghami’s users and advertisers may view as superior. Furthermore, Spotify, YouTube, Amazon Prime, Apple Music, Deezer, Google Play Music, Joox, Pandora, SoundCloud, and others have competing services, which may negatively impact Anghami’s business, operating results, and financial condition. Anghami’s current and future competitors may have higher brand recognition, more established relationships with music and other content licensors and mobile device manufacturers, greater financial, technical, and other resources, more sophisticated technologies, and/or more experience in the markets in which it competes. In addition, Apple and Google also own application store platforms and are charging in-application purchase fees, which are not being levied on their own applications, thus creating a competitive advantage for themselves against Anghami. As the market for on-demand music on the internet and mobile and connected devices increases, new competitors, business models, and solutions are likely to emerge.

Anghami also faces significant competition for users from companies promoting their own digital music content online or through application stores, including several large, well-funded, and seasoned participants in the digital media market. The websites and mobile applications of Anghami’s competitors may rank higher than Anghami’s website and the Anghami mobile application, and Anghami’s application may be difficult to locate in mobile device application stores, which could draw potential users away from its service and toward those of its competitors. In addition, some of the competitors, including Apple, Amazon, and Google, have developed, and are continuing to develop, devices for which their music streaming service is preloaded, creating a visibility advantage. If Anghami is unable to compete successfully for users against other digital media providers by maintaining and increasing its presence and visibility online, on mobile devices, and in application stores, its number of Premium service users and songs streamed on its service may fail to increase or may decline and subscription fees and advertising sales may suffer. See the section entitled “Risk Factors — Risks Related to Anghami’s Business and Industry — If Anghami’s efforts to attract prospective users and to retain existing users are not successful, Anghami’s growth prospects and revenue will be adversely affected.”

Anghami competes for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors including perceived return on investment, effectiveness and relevance of advertising products, pricing structure, and ability to deliver large volumes or precise types of advertisements to targeted user demographic pools. Anghami also competes for advertisers with a range of internet companies, including major internet portals, search engine companies, social media sites, and applications, as well as traditional advertising channels such as terrestrial radio. Failure to compete successfully against its current or future competitors could result in loss of

current or potential advertisers, a reduced share of Anghami’s advertisers’ overall marketing budget, loss of existing or potential users, or diminished brand strength, which could adversely affect its pricing and margins, lower revenue, increase research and development and marketing expenses, and prevent Anghami from achieving profitability.

Interruptions, delays or discontinuations in service arising from Anghami’s own systems or from third parties could impair the delivery of its service and harm its business.

Anghami relies on systems housed in its own facilities and upon third parties, including bandwidth providers and third-party “cloud” data storage services, to enable its users to receive Anghami content in a dependable, timely, and efficient manner. Anghami has experienced and may in the future experience periodic service interruptions and delays involving its own systems and those of third parties that it works with. Both Anghami’s own facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They also are subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cyber security measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties that Anghami works with, and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in Anghami’s service and to unauthorized access to, or alteration of, the content and data contained on its systems and that these third parties store and deliver on its behalf. Any disruption in the services provided by these third parties could materially adversely impact Anghami’s business reputation, customer relations, and operating results.

If Anghami fails to accurately predict, recommend, and play music that its users enjoy, Anghami may fail to retain existing users and attract new users in sufficient numbers to meet investor expectations for growth or to operate its business profitably.

Anghami’s system for predicting user music preferences and selecting music tailored to its users’ individual music tastes is based on advanced data analytics systems and proprietary algorithms. While Anghami has invested, and will continue to invest, significant resources in refining these technologies; however, these investments may not yield an attractive return and such refinements may not be effective. The effectiveness of its ability to predict user music preferences and select music tailored to Anghami’s users’ individual music tastes depends in part on its ability to gather and effectively analyze large amounts of user data. In addition, Anghami’s ability to offer users songs that they have not previously heard and impart a sense of discovery depends on its ability to acquire and appropriately categorize additional songs that will appeal to each users’ diverse and changing tastes. Although Anghami has a large catalog of songs available to stream, it may not be able to effectively identify and analyze additional songs that its users will enjoy. Anghami’s ability to predict and select music content that its users enjoy is critical to its service and failure to make accurate predictions could materially adversely affect its ability to adequately attract and retain users, increase hours spent by users consuming video and audio content on Anghami’s app (“Content Hours”), and sell advertising to meet investor expectations for growth or to operate the business profitably.

If Anghami fails to effectively manage its growth, its business, operating results, and financial condition may suffer.

Anghami’s rapid growth has placed, and will continue to place, significant demands on its management and operational and financial infrastructure. In order to attain and maintain profitability, Anghami will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate its value proposition to users, advertisers, and business partners and who can increase the monetization of the music streamed on Anghami’s service, particularly on mobile devices. Continued growth also could strain Anghami’s ability to maintain reliable service levels for its users, effectively monetize the music streamed, develop and improve its operational and financial controls, and recruit, train, and retain highly skilled personnel. If Anghami’s systems do not evolve to meet the increased demands placed on it by an increasing number of advertisers, it also may be unable to meet obligations under advertising agreements with respect to the delivery of advertising or other performance obligations. As Anghami operations grow in size, scope, and complexity, Anghami will need to improve and upgrade its systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If Anghami fails to maintain efficiency and allocate limited resources effectively in its organization as it grows, its business, operating results, and financial condition may suffer.

Anghami’s ability to increase the number of users will depend in part on its ability to distribute Anghami’s service, which may be affected by third-party interference beyond its control.

The use of Anghami’s service depends on the ability of its users to access the internet, Anghami’s website, and the Anghami app. Enterprises or professional organizations, including governmental agencies, could block access to the internet, Anghami’s website, and the Anghami application for a number of reasons such as security or confidentiality concerns or regulatory reasons that could adversely impact Anghami’s user base.

Additionally, Anghami distributes its application via smartphone and tablet application download stores managed by Amazon, Apple, Google, and Microsoft, among others. Certain of these companies are now, and others may in the future become, competitors of Anghami, and could stop allowing or supporting access to Anghami’s service through their products, could allow access for Anghami only at an unsustainable cost, or could make changes to the terms of access in order to make Anghami’s service less desirable or harder to access, for competitive reasons.

Anghami relies on advertising revenue from its Ad-Supported Free service, and any failure to convince advertisers of the benefits of the Ad-Supported Free service in the future could harm its business, operating results, and financial condition.

Anghami’s ability to attract and retain advertisers, and ultimately to generate advertising revenue, depends on a number of factors, including:

•        increasing the number of hours Ad-Supported Free service users spend listening to music or otherwise engaging with content;

•        increasing the number of Ad-Supported Free service users;

•        keeping up with advancements in technology;

•        competing effectively for advertising dollars from other online and mobile music streaming and media companies;

•        maintaining and growing relationships with marketers, agencies, and other demand sources who purchase advertising inventory from Anghami; and

•        continuing to develop and diversify Anghami’s advertisement platform, which currently includes delivery of advertising products through multiple delivery channels, including traditional computers, mobile, and other connected devices.

Anghami may not succeed in capturing a greater share of its advertisers’ core marketing budgets, particularly if it is unable to achieve the scale, reach, products, and market penetration necessary to demonstrate the effectiveness of its advertising solutions, or if its advertising model proves ineffective or not competitive when compared to other alternatives and platforms through which advertisers choose to invest their budgets. Failure to grow the Ad-Supported Free service user base and to effectively demonstrate the value of Anghami’s Ad-Supported Free service to advertisers could result in loss of, or reduced spending by, existing or potential future advertisers, which would materially harm Anghami’s business, operating results, and financial condition.

Negative media coverage could adversely affect Anghami’s business.

Anghami receives a high degree of media coverage in the MENA Operating Area. Unfavorable publicity regarding, for example, payments to music labels, publishers, artists, and other copyright owners, Anghami’s privacy practices, terms of service, service changes, service quality, litigation or regulatory activity, government surveillance, the actions of its advertisers, the actions of its developers whose services are integrated with Anghami’s service, the use of Anghami’s service for illicit, objectionable, or illegal ends, the actions of any users, the quality and integrity of content shared on Anghami’s service, or the actions of other companies that provide similar services to it, could materially adversely affect Anghami’s reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of Anghami’s user base and result in decreased revenue, which would materially adversely affect its business, operating results, and financial condition.

Anghami’s business depends on a strong brand, and any failure to maintain, protect, and enhance the brand would hurt its ability to retain or expand its base of Ad-Supported Free service users, Premium service users, and advertisers.

Anghami has developed a strong brand that it believes has contributed significantly to the success of its business. Maintaining, protecting, and enhancing the “Anghami” brand is critical to expanding Anghami’s base of Ad-Supported Free service users, Premium service users, and advertisers, and will depend largely on its ability to continue to develop and provide an innovative and high-quality experience for its users and to attract advertisers, content owners, mobile device manufacturers, and other consumer electronic product manufacturers to work with it, which it may not do successfully. If Anghami does not successfully maintain a strong brand, its business could be harmed.

Anghami’s brand may be impaired by a number of other factors, including any failure to keep pace with technological advances on its platform or with its service, slower load times for its service, a decline in the quality or quantity of the content available, a failure to protect intellectual property rights, or any alleged violations of law, regulations, or public policy. Additionally, the actions of Anghami’s developers, advertisers, and content partners may affect its brand if users do not have a positive experience using third-party applications or websites integrated with Anghami or that make use of Anghami’s content.

Anghami’s trademarks, trade dress, and other designations of origin are important elements of its brand. Anghami has registered “Anghami” and other marks as trademarks in New York, UK, Switzerland, UAE, Saudi Arabia, Lebanon, Egypt, Jordan, and certain other jurisdictions. Nevertheless, competitors or other companies may adopt marks similar to Anghami, or use its marks and confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding Anghami’s ability to build brand identity and possibly leading to confusion among its users. For instance, Anghami has filed a lawsuit against the Ministry of Commerce of Saudi Arabia for incorrectly registering the mark “Anghami” on behalf of another company in Saudi Arabia. See the section entitled “Information About Anghami — Legal Proceedings.” Anghami may also face opposition from third parties to its applications to register key trademarks in foreign jurisdictions in which it has expanded or may expand its presence. If Anghami is unsuccessful in defending against these oppositions, its trademark applications may be denied. Whether or not Anghami’s trademark applications are denied, third parties may claim that Anghami’s trademarks infringe upon their rights. As a result, Anghami could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of its brand in those or other jurisdictions. Doing so could harm Anghami’s brand or brand recognition and adversely affect its business, financial condition, and results of operation.

Various regulations related to privacy and data security concerns pose the threat of lawsuits and other liability, require Anghami to expend significant resources, and may harm its business, operating results, and financial condition.

Anghami collects and uses personal and other information from and about its users as they interact with Anghami’s Service. Various laws and regulations govern the collection, use, retention, sharing, and security of the data Anghami receives from and about its users. Privacy groups and government bodies have increasingly scrutinized the ways in which companies link personal identities and data associated with particular users or devices with data collected through the internet, and Anghami expects such scrutiny to continue to increase. Alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose Anghami to potential liability and may require it to expend significant resources in responding to and defending such allegations and claims. Claims or allegations that Anghami has violated laws and regulations relating to privacy and data security could in the future result in negative publicity and a loss of confidence by its users and partners. Such claims or allegations also may subject Anghami to fines, including by data protection authorities and credit card companies, and could result in the loss of its ability to accept credit and debit card payments.

Additionally, the regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Anghami’s business, including its ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with its current business practices and that require changes to these practices, the design of Anghami’s website, services, features, or its privacy policy. Anghami’s business could be harmed by any significant change to applicable laws, regulations, or industry practices regarding the use of its users’ personal data, for example regarding the manner in which disclosures are made and how the express or implied consent of users for the use of personal

data is obtained. Such changes may require Anghami to modify its services and features, possibly in a material manner, and may limit its ability to develop new services and features that make use of the data that users voluntarily share. In addition, some of Anghami’s developers or other partners, such as those that help measure the effectiveness of ads, may receive or store information provided by Anghami or by users through mobile or web applications integrated with Anghami’s service. Anghami provides limited information to such third parties based on the scope of services provided. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, Anghami’s data or its users’ data may be improperly accessed, used, or disclosed.

The European Union General Data Protection Regulation (“GDPR”) came into effect on May 25, 2018 and required Anghami to change its privacy and data security practices. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, requiring expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements, and higher standards for data controllers to demonstrate that they have obtained valid consent or have another legal basis in place to justify their data processing activities. The GDPR provides that EU member states may make their own additional laws and regulations in relation to certain data processing activities, which could limit its ability to use and share personal data or could require localized changes to its operating model. Under the GDPR, fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, may be assessed for non-compliance. These new laws also could cause Anghami’s costs to increase and result in further administrative costs to providing its service.

Anghami may find it necessary or desirable to join self-regulatory bodies or other privacy-related organizations that require compliance with their rules pertaining to privacy and data security. Anghami also may be bound by contractual obligations that limit its ability to collect, use, disclose, share, and leverage user data and to derive economic value from it. New laws, amendments to, or reinterpretations of existing laws, rules of self-regulatory bodies, industry standards, and contractual obligations, as well as changes in its users’ expectations and demands regarding privacy and data security, may limit its ability to collect, use, and disclose, and to leverage and derive economic value from user data. Restrictions on its ability to collect, access and harness user data, or to use or disclose user data or any profiles that Anghami develops using such data, may require Anghami to expend significant resources to adapt to these changes, and would in turn limit its ability to stream personalized music content to its users and offer targeted advertising opportunities to its Ad-Supported Free service users.

In addition, any failure or perceived failure by Anghami to comply with privacy or security laws, policies, legal obligations, industry standards, or any security incident that results in the unauthorized release or transfer of personal data may result in governmental enforcement actions and investigations, including fines and penalties, enforcement orders requiring Anghami to cease processing or operate in a certain way, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause its customers to lose trust in Anghami, which could have an adverse effect on Anghami’s reputation and business. Such failures could have a material adverse effect on Anghami’s financial condition and operations. If the third parties Anghami works with (for example, cloud-based vendors) violate applicable laws or contractual obligations or suffer a security breach, such violations also may put Anghami in breach of its obligations under privacy laws and regulations and/or could in turn have a material adverse effect on its business.

Anghami has incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, self-regulatory bodies, industry standards, and contractual obligations.

Increased regulation of data capture, analysis, and utilization and distribution practices, including self-regulation and industry standards, could increase Anghami’s cost of operation, limit its ability to grow its operations, or otherwise adversely affect its business, operating results, and financial condition.

Anghami is subject to a number of risks related to credit card and debit card payments it accepts.

Anghami accepts some payments through credit and debit card transactions. For credit and debit card payments, Anghami pays interchange and other fees, which may increase over time. An increase in those fees would require Anghami to either increase the prices it charges for the Premium service, which could cause us to lose Premium service users and subscription revenue, or suffer an increase in costs without a corresponding increase in the price, either of which could harm its business, operating results, and financial condition.

If Anghami or any of its service providers for payment processing services have problems with the billing software, or the billing software malfunctions, it could have a material adverse effect on Anghami’s user satisfaction and could cause one or more of the major credit card companies to disallow its continued use of their payment products. In addition, if Anghami’s billing software fails to work properly and, as a result, it does not automatically charge its Premium service user’s credit cards on a timely basis or at all, Anghami’s business, financial condition, and results of operations could be materially adversely affected.

Anghami is also are subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for Anghami to comply. Additionally, if Anghami fails to adequately control fraudulent credit card transactions, it may face civil liability, diminished public perception of its security measures, and significantly higher credit card-related costs, each of which could adversely affect its business, financial condition, and results of operations. If Anghami is unable to maintain its chargeback rate or refund rates at acceptable levels, credit card and debit card companies may increase transaction fees or terminate their relationships with it, which would adversely affect its results of operations. The termination of Anghami’s ability to process payments on any major credit or debit card would significantly impair its ability to operate the business.

Anghami is subject to a number of risks related to other payment solution providers.

Anghami accepts payments through various payment solution providers, such as telco integrated billings and prepaid codes vendors. These payment solution providers provide services to Anghami in exchange for a fee and settlement terms, which may be subject to change, impacting Anghami’s profitability and cash position. Furthermore, Anghami relies on their accurate and timely reports on sales and redemptions. If such accurate and timely reports are not being provided, it will affect the accuracy of Anghami’s reports to its licensors, and also affect the accuracy of its financial reporting. In addition, Anghami’s ability to provide subscription service is dependent on the performance of such payment solution providers. If these service providers face technical issues that result in service downtime, Anghami’s ability to generate subscription revenue could be adversely impacted.

Emerging industry trends in digital advertising may pose challenges for Anghami’s ability to forecast or optimize its advertising inventory, which may adversely impact the Ad-Supported Free service revenue.

The digital advertising industry is introducing new ways to measure and price advertising inventory. In the absence of a uniform industry standard, agencies and advertisers have adopted several different measurement methodologies and standards. In addition, measurement services may require technological integrations, which are still being evaluated by the advertising industry without an agreed-upon industry standard metric. As these trends in the industry continue to evolve, Anghami’s advertising revenue may be adversely affected by the availability, accuracy, and utility of the available analytics and measurement technologies as well as its ability to successfully implement and operationalize such technologies and standards.

Further, the digital advertising industry is shifting to data-driven technologies and advertising products, such as automated buying. These data-driven advertising products and automated buying technologies allow publishers and advertisers to use data to target advertising toward specific groups of users who are more likely to be interested in the advertising message delivered to them. These advertising products and programmatic technologies are currently more developed in terms of advertising technology and industry adoption on the web than they are on mobile or on other software applications, and may not integrate with Anghami’s desktop software version of the Ad-Supported Free service. Because the majority of Anghami’s Ad-Supported Free service user hours occur on mobile devices, if Anghami is unable to deploy effective solutions to monetize the mobile device usage by Ad-Supported Free service user base, Anghami’s ability to attract advertising spend, and ultimately advertising revenue, may be adversely affected by this shift.

Anghami’s operating results may fluctuate, which makes its results difficult to predict.

Anghami’s revenue and operating results could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside its control. As a result, comparing Anghami’s operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed herein, factors that may contribute to the variability of Anghami’s quarterly and annual results include:

•        Anghami’s ability to retain current user base, increase the number of Ad-Supported Free service users and Premium service users, and increase users’ time spent streaming content;

•        Anghami’s ability to effectively manage growth;

•        Anghami’s ability to attract and retain existing advertisers and prove that its advertising products are effective enough to justify a pricing structure that is profitable;

•        the effects of increased competition on Anghami’s business;

•        Anghami’s ability to keep pace with changes in technology and competitors;

•        lack of accurate and timely reports and invoices from rights holders and partners;

•        interruptions in service, whether or not Anghami is responsible for such interruptions, and any related impact on its reputation;

•        Anghami’s ability to pursue and appropriately time its entry into new geographic or content markets and, if pursued, its management of this expansion;

•        costs associated with defending any litigation, including intellectual property infringement litigation;

•        the impact of general economic conditions on Anghami’s revenue and expenses; and

•        changes in regulations affecting Anghami’s business.

Seasonal variations in user and marketing behavior also may cause fluctuations in Anghami’s financial results. Anghami expects to experience some effects of seasonal trends in user behavior due to increased internet usage and sales of streaming service subscriptions and devices during holiday periods, such as New Year’s Eve, Eid, and Christmas. Anghami also may experience higher advertising sales during such increased usage periods, and incur greater marketing expenses as it attempts to attract new users and convert Ad-Supported Free service users to Premium service users. In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety of other factors, many of which are outside Anghami’s control.

Anghami may require additional capital to support business growth and objectives, and this capital might not be available on acceptable terms, if at all.

Anghami intends to continue to make investments to support its business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance existing Anghami service, expand into additional markets around the world, improve infrastructure, or acquire complementary businesses and technologies. Accordingly, Anghami may need to engage, and have engaged, in equity and debt financings to secure additional funds. If Anghami raises additional funds through future issuances of equity or convertible debt securities, its existing shareholders could suffer additional significant dilution, and any new equity securities it issues could have rights, preferences, and privileges superior to those of holders of its common shares. Any debt financing Anghami secures in the future also could contain restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Anghami to obtain additional capital and pursue business opportunities, including potential acquisitions. Anghami may not be able to obtain additional financing on terms favorable to it, if at all. If Anghami is unable to obtain adequate financing or financing on terms satisfactory to it when required, its ability to continue to support business growth, acquire or retain users, and respond to business challenges could be significantly impaired.

If Anghami does not receive previously agreed financial incentives from the Abu Dhabi Investment Office, the results of Anghami’s operations could be adversely affected.

Anghami’s headquarters are in Abu Dhabi, the capital of the UAE, at the Abu Dhabi Global Market (“ADGM”). The Abu Dhabi Investment Office (“ADIO”), being the Abu Dhabi government’s investment attraction and development hub, has committed to providing up to approximately AED 60 million (which as of September 13, 2021 would have been approximately $16.5 million) in financial incentives to support the establishment, growth and development of our technology and research and development center in Abu Dhabi. Pursuant to the incentive programme agreement entered into between ADIO and Anghami, dated December 23, 2020, Anghami will be entitled to receive these financial incentives, in the form of rebates, only upon meeting certain performance metrics and conditions. These include, establishing the project plan (which includes setting up the new global headquarters in Abu Dhabi and moving personnel to such office), certain employment commitments and investment commitments. Based on these achievements, Anghami will have to submit quarterly financial reports and ADIO has the right to approve these reports and determine applicable rebates payable for such quarter. If Anghami is unable to meet these performance metrics or conditions in any quarter, or otherwise fails to receive the financial incentive payments, the results of Anghami’s operations could be adversely affected.

If currency exchange rates fluctuate substantially in the future, the results of Anghami’s operations could be adversely affected.

As Anghami continues to expand its international operations, it becomes increasingly exposed to the effects of fluctuations in currency exchange rates. Anghami incurs expenses for employee compensation, rental fees, and other operating expenses in the local currency, and an increasing percentage of its international revenue is from users who pay it in currencies other than U.S. dollars, including the Lebanese Pound, Egyptian Pound, Saudi Riyal, and UAE Dirham. Anghami’s principle foreign currency risk arises from Egyptian and Lebanese Pound denominated transactions. For instance, as at December 31, 2020, Anghami has had to reclass its bank balances in Lebanese Pounds equivalent of $161,525 to other financial assets due to significant devaluation of Lebanese Pounds against U.S. dollar caused by the ongoing political and economic situation in Lebanon. Anghami has also had to drop the value of contract assets denominated in Lebanese pounds resulting in $143,964 in foreign exchange loss during the year ended December 31, 2020. Fluctuations in the exchange rates between the U.S. dollar and other currencies may impact expenses as well as revenue, and consequently have an impact on margin and the reported operating results. This could have a negative impact on Anghami’s reported operating results. To date, Anghami has engaged in limited hedging strategies related to foreign exchange risk stemming from its operations. These strategies may include instruments such as foreign exchange forward contracts and options. However, these strategies should not be expected to fully eliminate the foreign exchange rate risk that Anghami is exposed to.

The ongoing coronavirus (COVID-19) pandemic and the global attempt to contain it may harm Anghami’s industry, business, and results of operations.

The global spread of the coronavirus (COVID-19) and the various attempts to contain it have created significant volatility, uncertainty and economic disruption. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, some of which have been subsequently rescinded, modified or reinstated, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing. Anghami anticipates that these actions and the global health crisis caused by COVID-19, including any resurgences, as well as global impacts of the COVID-19 for instance, on the commodity prices of oil and gas, will continue to negatively impact business activity across the globe, including the MENA Region.

The COVID-19 pandemic had a significant negative impact on Anghami’s business and that of its customers. The direct impact on Anghami’s business, beyond disruptions in normal business operations, was driven by the reduced spending of major advertisers and consumer spending on discretionary items, which in turn adversely affected Anghami’s revenue from both Ad-Supported free service and Premium service. While many of Anghami’s advertisers have increased their advertising budget and there has been an increase in Anghami’s users’ engagement, these are still not at the pre-pandemic level. As a result of the COVID-19 pandemic, artists and other content creators have experienced delays or interruptions in their ability to create and release new content on the platform. The decrease in the amount or quality of content available on Anghami’s platform has adversely affected user engagement and its financial performance. The COVID-19 pandemic also delayed Anghami’s fundraising process to the last quarter of 2020. However, the full extent to which the COVID-19 pandemic and the various responses to it

impacts Anghami’s business, operations and financial results will depend on numerous evolving factors that it may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the availability and cost to access the capital markets; the effect on Anghami’s users and user demand for and ability to pay for Anghami’s services; and disruptions or restrictions on Anghami’s employees’ ability to work and travel. During the ongoing COVID-19 crisis, Anghami may not be able to provide the same level of customer service and product features that its users are used to which could negatively impact their perception of Anghami’s service resulting in an increase in cancellations. Furthermore, given increased government expenditures associated with their COVID-19 response, Anghami could see increased government obligations which could negatively impact its results of operations. Anghami will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter its business operations, as may be required by the authorities, or that it determines are in the best interests of its employees, users, rights holders, and partners.

The impact of worldwide economic conditions may adversely affect Anghami’s business, operating results, and financial condition.

Anghami’s financial performance is subject to worldwide economic conditions and their impact on levels of advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate, reductions in spending by advertisers could have a material adverse impact on Anghami’s business. Historically, economic downturns have resulted in overall reductions in advertising spending. Economic conditions may adversely impact levels of consumer spending, which could adversely impact the number of users who purchase Anghami’s Premium services on its website and mobile application.

Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is adversely affected. To the extent that overall economic conditions reduce spending on discretionary activities, Anghami’s ability to retain current and obtain new Premium service users could be hindered, which could reduce its subscription revenue and negatively impact its business.

Anghami is a multinational company that faces complex taxation regimes in various jurisdictions. Audits, investigations, and tax proceedings could have a material adverse effect on its business, results of operations, and financial condition.

Anghami is subject to income and non-income taxes in numerous jurisdictions. Income tax accounting often involves complex issues, and judgment is required in determining Anghami’s worldwide provision for income taxes and other tax liabilities. Anghami regularly assesses the likely outcomes of these audits in order to determine the appropriateness of its tax reserves as well as tax liabilities going forward. In addition, the application of withholding tax, value added tax, goods and services tax, sales taxes and other non-income taxes is not always clear and Anghami may be subject to tax audits relating to such withholding or non-income taxes. Anghami believes that its tax positions are reasonable and that the tax reserves are adequate to cover any potential liability. However, tax authorities in certain jurisdictions may disagree with Anghami’s position, including the propriety of its related party arm’s length transfer pricing policies and the tax treatment of corresponding expenses and income. If any of these tax authorities were successful in challenging Anghami’s positions, Anghami may be liable for additional income tax and penalties and interest related thereto in excess of any reserves established therefor, which may have a significant impact on its results and operations and future cash flow.

Additionally, changes in tax laws, treaties, or regulations or their interpretation or enforcement are unpredictable. Any of these occurrences could have a material adverse effect on Anghami’s results of operations and financial condition.

The exercise of dissent and appraisal rights by Anghami’s shareholders may adversely affect the Combined Company

The Companies Act of the Cayman Islands provides members of a company a right to dissent from a merger and to demand that such company pay the fair value for their shares, as determined in a judicial proceeding, instead of the merger consideration offered to such members in connection with the merger, if they follow the statutory procedure. 

If Anghami shareholders elect to dissent, a substantial cash payment may be required to be made to such dissenting shareholders that could have an adverse effect on Pubco and Anghami’s financial condition and cash resources once the Business Combination is completed.

Risks Related to Doing Business in Jurisdictions in Which Anghami Operates

Continued hostilities and unrest in the MENA Region or changes in the economic, social and political environment in the MENA Region could have an adverse impact on Anghami’s business.

It is difficult for Anghami to predict the consequences of any political and socio-economic change that may be brought about as a result of the unrest in several countries in the MENA Region, or what the implications of such changes will be on its operations given that legislative, tax and business environments can be altered quickly and dramatically. Accordingly, Anghami’s ability to operate its businesses regularly and its willingness to commit new resources or investments may be affected or disrupted, potentially with corresponding reductions in revenue, more aggressive taxation policies, increases in other expenses, restrictions on repatriating funds and difficulties in recruiting staff. Such risks may have a material adverse effect on Anghami’s business, financial condition, results of operations and/or prospects.

Additionally, as a substantial part of Anghami’s assets and operations are currently located in jurisdictions which are, have been, or could in the future be subject to political, economic and social instability, its operating results were and will be affected by any economic, social and political developments that affect each of the countries in which Anghami operates and, in particular, by the level of economic activity. Economic, social and political instability leads to uncertainty over future economic conditions and policy decisions. Prolonged disruptions of business operations due to any political or social instability could adversely affect Anghami’s business.

Further incidents of political or social instability, terrorism, protests or violence may directly or indirectly affect the economies of the markets in which Anghami operates, which, in turn, could have a material adverse effect on Anghami’s business, prospects, financial condition, cash flows or results of operations.

Anghami is subject to the economic and political conditions of operating in an emerging market and operates against a backdrop of continued instability and unrest in the Middle East.

Anghami headquarters are in the UAE and, accordingly, Anghami’s results of operations are, and will continue to be, generally affected by financial, economic and political developments in or affecting Abu Dhabi, the UAE and the Middle East. It is not possible to predict the occurrence of events or circumstances, such as war or hostilities, or the impact of such occurrences, and no assurance can be given that Anghami would be able to sustain the operation of its business if adverse political events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy could have an adverse effect on Anghami’s business, financial condition, results of operations and prospects.

Although economic growth rates in the UAE remain above those of many more developed, as well as regional, markets, the UAE has experienced slower economic growth in recent years, following the sharp decline in oil prices in recent years, which remain volatile and below historic highs. Economic growth or performance in the UAE, in general, may not be sustained. The UAE’s wealth remains largely based on oil and gas. Despite the UAE being viewed as being less vulnerable than some of its neighbors, due to the growth in the non-oil sector and the sizeable wealth of the government of Abu Dhabi, fluctuations in energy prices have an important bearing on economic growth. To the extent that economic growth or performance in the UAE subsequently declines, Anghami’s business, financial condition and results of operations may be adversely affected. In addition, the implementation by the governments of the UAE of restrictive fiscal or monetary policies or regulations, including in respect of interest rates, or new legal interpretations of existing regulations and the introduction of taxation or exchange controls could have a material adverse effect on Anghami’s business, financial condition, results of operations and prospects.

While the UAE is seen as a relatively stable political environment, certain other jurisdictions in the Middle East are not and there is a risk that regional geopolitical instability could impact the UAE. Instability in the Middle East may result from a number of factors, including government or military regime change, civil unrest or terrorism. In particular, since early 2011 there has been political unrest in a range of countries in the MENA Region, including the

Arab Republic of Egypt, Algeria, the Hashemite Kingdom of Jordan, Libya, the Kingdom of Bahrain, the Kingdom of Saudi Arabia, the Republic of Yemen, the Republic of Iraq (Kurdistan), Syria, Palestine, the Republic of Turkey, Tunisia and the Sultanate of Oman.

This unrest has ranged from public demonstrations to, in extreme cases, armed conflict (for example, the multinational conflict in Syria with Islamic State (also known as Daesh, ISIS or ISIL)) and the overthrow or potential overthrow of existing leadership in various countries and has given rise to increased political uncertainty across the region. Further, the UAE, along with other Arab states, is currently participating in the Saudi Arabian led intervention in the Republic of Yemen which began in 2015 in response to requests for assistance from the Yemeni government against the Al Houthi militia. The UAE is also a member of another Saudi Arabian led coalition formed in December 2015 to combat Islamic extremism and, in particular, Islamic State.

These situations have caused significant disruption to the economies of affected countries and have had a destabilizing effect on international oil and gas prices. Continued instability affecting the countries in the MENA Region could adversely impact the UAE although to date there has been no significant impact on the UAE. In particular, such continuing instability and unrest in the MENA Region may significantly affect the sectors in which Anghami does business, financial markets and the real economy generally. The consequences of such instability include a decrease in foreign direct investment into the region, capital outflows or increased volatility in the global and regional financial markets.

Any of the foregoing circumstances could have a material adverse effect on the political and economic stability of the Middle East and the UAE and, consequently, could have an adverse effect on Anghami’s business, financial condition, results of operations and prospects.

It is not possible to predict the occurrence of events or circumstances such as terrorism, war or hostilities, or more generally the financial, political and economic conditions prevailing from time to time, or the impact of such occurrences or conditions, and no assurance can be given that Anghami would be able to be profitable if adverse financial, political or economic events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy, or political upheaval therein, could have an adverse effect on Anghami’s business, results of operations and financial condition. Investors should also note that Anghami’s business and financial performance could be adversely affected by political, economic or related developments both within and outside the MENA Region because of interrelationships within the global financial markets.

Prospective investors should also be aware that investments in emerging markets, such as the UAE, are subject to greater risks than those in more developed markets. The economy of the UAE, like those of many emerging markets, has been characterized by significant government involvement through direct ownership of enterprises and extensive regulation of market conditions, including foreign investment, foreign trade and financial services. While the policies of the local and central governments of the UAE generally resulted in improved economic performance in previous years, there can be no assurance that these levels of performance can be sustained.

Anghami’s business operations could be adversely affected by terrorist attacks and political instability, and other events beyond its control.

Terrorist activity in the MENA Region stemming from the ongoing political instability and civil war in certain countries, including Syria and Iraq, has had an adverse effect on consumer appetite and demand in general. There have been a number of terrorist attacks in various countries, which are claimed to be conducted by the terrorist organization and despite the recent loss of military might and territory of such organization in Syria and Iraq, there is no assurance that no such attempts will be carried out in the near future. The MENA Region has generally also experienced domestic political instability caused by ethnic separatist groups. Anghami’s business, financial condition, results of operations or liquidity could be adversely affected if such terrorist activity heightens and spreads into cities where Anghami operates.

Anghami does business in locations where it is exposed to a greater-than-average risk of adverse sovereign action.

Anghami does business in locations where it is exposed to a greater-than-average risk of adverse sovereign action, including overt or effective expropriation or nationalization of property. Furthermore, relatively high commodity prices and other factors in recent years have resulted in increased resource nationalization in some countries, with governments repudiating or renegotiating contracts with, and expropriating assets from, companies that are

producing in such countries. Governments in these countries may decide not to recognize previous arrangements if they regard them as no longer being in the national interest. Governments may also implement export controls on commodities regarded by them as strategic or place restrictions on foreign ownership or operation of strategic assets. Governments of the countries in which Anghami operates may adopt nationalization, expropriation, or export control policies going forward. Expropriation of assets, renegotiation or nullification of existing agreements, leases or permits by the governments of counties in which Anghami operates, could each have a material adverse effect on its business, results of operations, financial condition and/or prospects.

Additionally, although not direct sovereign actions, certain countries have passed laws to favor their own economic growth. For instance, Saudi Arabia will no longer sign contracts with foreign companies that do not have regional headquarters in the kingdom after 2023. If the governments of counties in which Anghami operates create similar requirements, Anghami could be required to expend additional resources to meet such requirements and this could adversely affect its business, results of operations, and financial condition.

Anghami operates in regions where corrupt behavior exists that could impair its ability to do business in the future or result in significant fines or penalties.

Anghami does business, and may continue to do business in the future, in countries and regions where governmental corruption has been known to exist, and where it may face, directly or indirectly, corrupt demands by officials, or the risk of unauthorized payments or offers of payments by one of its employees, consultants, sponsors or agents. Our existing anti-corruption safeguards and policies and any future improvements thereon may prove to be not fully effective in preventing such unauthorized payments, and its employees and consultants may engage in conduct for which Anghami might be held responsible. While Anghami is committed to conducting business in a legal and ethical manner, there is a risk of violating applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business. Violation of these laws may result in severe criminal or civil sanctions or other liabilities that could materially damage Anghami’s reputation and, therefore, its business, results of operations and financial condition.

Risks Related to Pubco’s Status as a Foreign Private Issuer

As a foreign private issuer, Pubco will be exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the Pubco Ordinary Shares.

Pubco will qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, Pubco will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, Pubco will be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, Pubco’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of Pubco’s securities. For example, some of Pubco’s key executives may sell a significant amount of Pubco Ordinary Shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of Pubco Ordinary Shares may decline significantly. Moreover, Pubco will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Pubco will also not be subject to Regulation FD under the Exchange Act, which would prohibit Pubco from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning Pubco than there is for U.S. public companies.

As a foreign private issuer, Pubco will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after Pubco publicly announces these events. However, because of the above exemptions for foreign private issuers, which Pubco intends to rely on, Pubco shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

Pubco may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject Pubco to U.S. GAAP reporting requirements which may be difficult for it to comply with.

As a “foreign private issuer,” Pubco would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Pubco on June 30, 2022.

In the future, Pubco could lose its foreign private issuer status if a majority of its ordinary shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although Pubco intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, Pubco’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to Pubco under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If Pubco is not a foreign private issuer, Pubco will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, Pubco would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. Pubco also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, Pubco may lose its ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, Pubco would be permitted to follow home country practice in lieu of the above requirements. As long as Pubco relies on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on its board of directors are not required to be independent directors, its remuneration committee is not required to be comprised entirely of independent directors and it will not be required to have a nominating and corporate governance committee. Also, Pubco would be required to change its basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for it to comply with. If Pubco loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, Pubco may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.

Because Pubco is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Pubco is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Pubco’s directors or officers, or enforce judgments obtained in the United States courts against Pubco’s directors or officers.

Pubco’s corporate affairs will be governed by its amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Pubco will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Pubco’s directors to Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Pubco’s shareholders and the fiduciary responsibilities of Pubco’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Pubco has been advised by Maples and Calder (Dubai) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

It may be difficult to enforce a U.S. judgment against Pubco or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

A number of Pubco directors and executive officers are not residents of the United States, and the majority of its assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon Pubco within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. See the section entitled “Enforceability of Civil Liabilities under U.S. Securities Law.”

As a company incorporated in the Cayman Islands, Pubco is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if Pubco complied fully with Nasdaq corporate governance listing standards.

Pubco is a company incorporated in the Cayman Islands, and has applied for listing of the Pubco Ordinary Shares on Nasdaq. Nasdaq market rules permit a foreign private issuer like Pubco to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Pubco’s home country, may differ significantly from Nasdaq corporate governance listing standards.

Among others, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.

Provisions in the Pubco’s governance documents may inhibit a takeover of Pubco, which could limit the price investors might be willing to pay in the future for Pubco Ordinary Shares and could entrench management.

Pubco’s governance documents will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that Pubco’s board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. Pubco may issue additional shares without shareholder approval and such additional shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability for Pubco to issue additional shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for Pubco Ordinary Shares.

Risks Related to VMAC and the Business Combination

Because Pubco will become a public reporting company by means other than a traditional underwritten initial public offering, the shareholders of Pubco may face additional risks and uncertainties.

Because Pubco will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling Pubco’s ordinary shares, and, accordingly, the shareholders of Pubco will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling Pubco’s Ordinary Shares, VMAC Stockholders must rely on the information included in this proxy statement/prospectus. Although VMAC’s management conducted a due diligence review and investigation of Anghami in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in Pubco because it may not have uncovered facts that would be important to a potential investor.

Moreover, the shareholders of Pubco will not benefit from possible recourse against an underwriter for material misstatements or omissions in this prospectus or additional roles of the underwriters in a traditional underwritten initial public offering, such as the book-building process, which helps inform efficient price discovery, and underwriter support to help stabilize the public price of the new issue immediately after listing. The lack of such recourse process and support in connection with Pubco’s Ordinary Shares could result in greater potential for errors, diminished investor demand, inefficiencies in pricing and a more volatile public price for the shares during the period immediately following the listing.

In addition, because Pubco will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of Pubco. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of Pubco than they might if Pubco became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with Pubco as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for Pubco’s Ordinary Shares could have an adverse effect on Pubco’s ability to develop a liquid market for Pubco’s Ordinary Shares.

Until the earlier of the Closing of the Business Combination or termination of the Business Combination Agreement, VMAC and Anghami are prohibited from entering into certain transactions that might otherwise be beneficial to VMAC, Anghami or their respective shareholders.

Until the earlier of the Closing of the Business Combination or termination of the Business Combination Agreement (the “Pre-Closing Period”), VMAC and Anghami are subject to certain limitations on the operations of their businesses. The limitations on VMAC’s and Anghami’s conduct of their businesses during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

Uncertainties about the Business Combination during the Pre-Closing Period may cause third parties to delay or defer decisions concerning Anghami or seek to change existing arrangements.

There may be uncertainty regarding whether the Business Combination will occur. This uncertainty may cause third parties to delay or defer decisions concerning Anghami, which could negatively affect Anghami’s business. Third parties may seek to change existing agreements with Anghami as a result of the Business Combination or other reasons.

VMAC may not be able to complete its initial business combination prior to February 11, 2022, in which case VMAC would cease all operations except for the purpose of winding up and VMAC would redeem its public shares and liquidate, in which case VMAC’s public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its warrants will expire worthless.

The VMAC Charter provides that VMAC must complete its initial business combination by February 11, 2022. VMAC may not be able to complete its initial business combination within such time period. VMAC’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If VMAC has not completed its initial business combination within such time period, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation (as defined in the VMAC Charter) to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of VMAC’s remaining stockholders and VMAC’s board of directors, dissolve and liquidate, subject in each case to VMAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the Public Stockholders may only receive $10.00 per share, and VMAC’s warrants will expire worthless. In certain circumstances, the Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

If the Stockholder Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

VMAC’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, the Business Combination Proposal is not approved. If the Stockholder Adjournment Proposal is not approved, VMAC’s board of directors will not have the ability to adjourn the special meeting to a later date, and, therefore, the Business Combination would not be completed.

The ability of the Public Stockholders to exercise redemption rights with respect to a large number of shares of VMAC Class A Common Stock could increase the probability that the Business Combination will be unsuccessful and that VMAC’s stockholders will have to wait for liquidation in order to redeem their Public Shares.

Since the Business Combination Agreement requires that VMAC have, in the aggregate, cash (held both in and outside of the Trust Account) that is equal to or greater than $40 million, the probability that the Business Combination will be unsuccessful is increased if a large number of the Public Shares are tendered for redemption. If the Business Combination is unsuccessful, the Public Stockholders will not receive their pro rata portion of the Trust Account until the Trust Account is liquidated. If the Public Stockholders are in need of immediate liquidity, they could attempt to sell their Public Shares in the open market; however, at such time, the VMAC Class A Common Stock may trade at a discount to the pro rata per share amount in the Trust Account. In either situation, VMAC’s stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until VMAC is liquidated or VMAC’s stockholders are able to sell their Public Shares in the open market.

If a stockholder fails to receive notice of VMAC’s offer to redeem its Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order for a Public Stockholder to validly redeem its Public Shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

The Public Stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) the completion of VMAC’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the VMAC Charter (i) to modify the substance or timing of VMAC’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of our Public Shares if it does not complete its initial business combination within 18 months from the closing of its IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (c) the redemption of the Public Shares if VMAC is unable to complete its business combination within 18 months from the closing of its IPO, subject to applicable law. Stockholders who do not exercise their rights to the funds in connection with an amendment to VMAC’s certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

If VMAC’s stockholders fail to properly demand redemption rights, they will not be entitled to redeem their public shares for a pro rata portion of the trust account.

Stockholders holding public shares may demand that VMAC redeem their public shares for a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. Stockholders who seek to exercise this redemption right must deliver their VMAC Class A Common Stock (either physically or electronically) to the Transfer Agent prior to the vote at the special meeting. Any stockholder who fails to properly demand redemption rights will not be entitled to redeem his, her or its public shares for a pro rata portion of the trust account. See the section entitled “The Special Meeting of VMAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Stockholders, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares.

A stockholder, together with any affiliate or any other person with whom he, or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares. Accordingly, if you hold more than 20% of the public shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your public shares and may be forced to hold the public shares in excess of 20% or sell them in the open market. VMAC cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the VMAC Class A Common Stock will exceed the per-share redemption price.

The Sponsor and VMAC’s directors, officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of VMAC Class A Common Stock.

The Sponsor and VMAC’s directors, officers, advisors or their affiliates may purchase shares of VMAC Common Stock in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and

therefore agrees not to exercise its redemption rights. In the event that the Sponsor and VMAC’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, or to satisfy the closing condition in the Business Combination Agreement that requires VMAC to have a minimum amount of cash at the Closing. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of VMAC Class A Common Stock and the number of beneficial holders of VMAC’s securities may be reduced, possibly making it difficult for Pubco to obtain the quotation, listing or trading of its securities on a national securities exchange.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 20% of VMAC Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 20% of VMAC Class A Common Stock.

The VMAC Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in VMAC’s IPO, which VMAC refers to as the “Excess Shares.” However, VMAC would not be restricting its stockholders’ ability to vote all of their shares (including Excess Shares) for or against its business combination. The inability of a stockholder to redeem the Excess Shares will reduce its influence over VMAC’s ability to complete its business combination and such stockholder could suffer a material loss on its investment in VMAC if it sells Excess Shares in open market transactions. Additionally, such stockholder will not receive redemption distributions with respect to the Excess Shares if VMAC completes its business combination. And as a result, such stockholder will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

VMAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to VMAC’s public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case, less taxes payable, and VMAC’s Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, VMAC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While VMAC currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to VMAC, it is possible that VMAC’s independent directors. In exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance. If VMAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to VMAC’s public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to the Public Stockholders, VMAC files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against VMAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of VMAC’s stockholders and the per-share amount that would otherwise be received by VMAC’s stockholders in connection with VMAC’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Stockholders, VMAC files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against VMAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in VMAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of VMAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by VMAC’s stockholders in connection with VMAC’s liquidation may be reduced.

VMAC’s stockholders may be held liable for claims by third parties against VMAC to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to its Public Stockholders upon the redemption of the Public Shares in the event VMAC does not complete its initial business combination by February 11, 2022 or such later date that may be approved by VMAC’s stockholders, may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is VMAC’s intention to redeem its Public Shares as soon as reasonably possible following February 11, 2022 or such later date that may be approved by VMAC’s stockholders, in the event VMAC does not complete its business combination and, therefore, VMAC does not intend to comply with those procedures.

Because VMAC will not be complying with Section 280, Section 281(b) of the DGCL requires VMAC to adopt a plan, based on facts known to VMAC at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against VMAC within the 10 years following its dissolution. However, because VMAC is a blank check company, rather than an operating company, and VMAC’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from VMAC’s vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If VMAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. VMAC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, VMAC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of VMAC’s stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the Public Stockholders upon the redemption of the Public Shares in the event VMAC does not complete its initial business combination by February 11, 2022, or such later date that may be approved by VMAC’s stockholders, is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

VMAC’s stockholders cannot be sure of the market value of the Pubco Ordinary Shares to be issued upon completion of the Business Combination.

The holders of shares of VMAC Common Stock issued and outstanding immediately prior to the Vistas Merger Effective Time (other than any redeemed shares) will receive one Pubco Ordinary Share in exchange for each share of VMAC Class A Common Stock held by them, rather than a number of shares with a particular fixed market value. The market value of VMAC Common Stock at the time of the Business Combination may vary significantly from its price on the date the Business Combination Agreement was executed, the date of the Registration Statement of which this proxy statement/prospectus is a part or the date on which VMAC stockholders vote on the Business Combination. Because the exchange ratio of the shares will not be adjusted to reflect any changes in the market prices of VMAC Common Stock, the market value of the Pubco Ordinary Shares issued in the Business Combination and the VMAC Common Stock surrendered in the Business Combination may be higher or lower than the value of these shares on earlier dates. 100% of the consideration to be received by VMAC’s stockholders will be Pubco Ordinary Shares. Following consummation of the Business Combination, the market price of Pubco’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

•        changes in financial estimates by analysts;

•        announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments;

•        fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        general economic conditions;

•        changes in market valuations of similar companies;

•        terrorist acts;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        future sales of Pubco Ordinary Shares;

•        regulatory developments in the United States, foreign countries or both;

•        litigation involving Pubco, its subsidiaries or its general industry; and

•        additions or departures of key personnel.

In addition, it is possible that the Business Combination may not be completed until a significant period of time has passed after the special meeting of VMAC’s stockholders. As a result, the market value of VMAC Common Stock may vary significantly from the date of the special meeting to the date of the completion of the Business Combination. You are urged to obtain up-to-date prices for VMAC Common Stock. There is no assurance that the Business Combination will be completed, that there will not be a delay in the completion of the Business Combination or that all or any of the anticipated benefits of the Business Combination will be obtained.

The Pubco Ordinary Shares to be received by VMAC’s stockholders as a result of the Business Combination will have different rights from shares of VMAC Common Stock.

Following completion of the Business Combination, the Public Stockholders will no longer be stockholders of VMAC but will instead be shareholders of Pubco. There will be important differences between your current rights as a VMAC stockholder and your rights as a Pubco shareholder. See the section entitled “Comparison of Shareholder Rights” for a discussion of the different rights associated with the securities.

VMAC’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the Initial Stockholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, VMAC’s Sponsor, officers and directors have agreed to vote their VMAC Class B Common Stock (also referred to as Founder Shares), as well as any Public Shares purchased during or after VMAC’s IPO, in favor of the Business Combination, and own 21.1% of the outstanding shares of VMAC Common Stock. Accordingly, it is more likely that the necessary stockholder approval to complete the Business Combination will be received than would be the case if VMAC’s Sponsor, officers and directors agreed to vote their VMAC Class B Common Stock in accordance with the majority of the votes cast by the Public Stockholders.

The exercise of discretion by VMAC’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of VMAC Stockholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require VMAC to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that VMAC is entitled to under those agreements. Such events could arise because of changes in the course of Anghami’s business, a request by Anghami to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Anghami’s business and would entitle us to terminate the Business Combination Agreement. In any of such circumstances, it would be in VMAC’s discretion, acting through its board of directors, to grant VMAC’s consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or

more of the directors between what he may believe is best for VMAC and its securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, VMAC does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, VMAC will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its stockholders with respect to the Business Combination Proposal.

VMAC’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Business Combination, the VMAC board of directors conducted significant due diligence on Anghami. For a complete discussion of the factors utilized by VMAC’s board of directors in approving the Business Combination, see the section entitled “The Business Combination — VMAC Board of Directors’ Reasons for the Approval of the Business Combination.” The VMAC board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Anghami’s fair market value was at least 80% of VMAC’s net assets (excluding deferred underwriting discounts and commissions). Notwithstanding the foregoing, VMAC’s board of directors did not obtain a fairness opinion to assist it in its determination. Accordingly, VMAC’s board of directors may be incorrect in its assessment of the Business Combination.

The Sponsor and VMAC’s executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part.

In considering the recommendation of VMAC’s board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of VMAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. VMAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to stockholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        If the Business Combination with Anghami or another business combination is not consummated by November 11, 2021 (or by February 11, 2022 after applicable extension, or such later date that may be approved by VMAC’s stockholders), VMAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding VMAC public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and VMAC’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $            based upon the closing price of $            per share on Nasdaq on            , 2021. On the other hand, if the Business Combination is consummated, each outstanding share of VMAC Common Stock will be converted into the right to receive one share of Pubco pursuant to the Business Combination Agreement.

•        The Sponsor purchased 500,000 Private Placement Warrants from VMAC for $1.00 per Private Placement Warrant. This purchase took place on a private placement basis simultaneously with the consummation of the IPO. All of the proceeds VMAC received from these purchases were placed in the trust account. Such Private Placement Warrants had an aggregate market value of $            based upon the closing price of $            per warrant on Nasdaq on            , 2021. The VMAC Class A Common Stock underlying the Private Placement Warrants had an aggregate market value of $            based upon the closing price of $            per share on Nasdaq on            , 2021. The Private Placement Warrants and

VMAC Class A Common Stock underlying the Private Placement Warrants will become worthless if VMAC does not consummate a business combination by November 11, 2021 (or by February 11, 2022 after applicable extension, or such later date that may be approved by VMAC’s stockholders). On the other hand, if the Business Combination is consummated, each outstanding warrant will be converted into the right to acquire the same number of Pubco Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Closing.

•        VMAC’s Initial Stockholders and owners of Private Placement Warrants paid significantly less for their shares and warrants than other current stockholders and holders of warrants paid for their shares and warrants purchased in the IPO or in the open market thereafter. Prior to the consummation of the IPO, Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. Of these Founder Shares, 375,000 were forfeited by our Sponsor due to the underwriters’ not exercising the over-allotment option in connection with the IPO. Simultaneously with the consummation of the IPO, VMAC consummated the private sale of 500,000 Private Placement Warrants to Sponsor, each of which entitles the holder to purchase one share of VMAC Class A Common Stock at an exercise price of $11.50 per share, at a price of $1.00 per warrant. Each outstanding Pubco Ordinary Share will have a target value at the time of the Business Combination of $10.00. If the Business Combination is consummated, based on the difference in the purchase price of $0.009 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, these initial stockholders and holders of Private Placement Warrants will be able, at a lower price per Pubco Ordinary Share, to recognize a greater return on their investment than stockholders or holders of warrants that purchased VMAC Common Stock or VMAC warrants in the IPO or in the open market thereafter. Furthermore, the Sponsor may earn a positive rate of return even if the price of the Pubco Ordinary Shares after the Closing falls below the price initially paid for the units in the IPO and the VMAC Stockholders may experience a negative rate of return following the Closing of the Business Combination.

•        If VMAC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds is $            , comprised of (a) $             representing the market value of Founder Shares, (b) $            representing the market value of Private Placement Warrants and (c) $            of unpaid expenses incurred by the Sponsor and VMAC’s officers and directors and their affiliates. Certain VMAC directors and executive officers have indirect economic interests in the Private Placement Warrants and in the Founder Shares.

•        The Sponsor has agreed not to redeem any shares of VMAC Common Stock held by it in connection with a stockholder vote to approve a proposed initial business combination,

•        The VMAC Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if VMAC fails to complete an initial business combination by November 11, 2021 (or by February 11, 2022 after applicable extension, or such later date that may be approved by VMAC’s stockholders),

•        The potential continuation of certain of VMAC’s directors and officers as directors or officers of Pubco.

•        The continued indemnification of current directors and officers of VMAC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

•        The Sponsor has agreed to loan VMAC up to $300,000 in the aggregate, to be used for a portion of the expenses of the Public Offering. The Sponsor also agreed to loan an additional $1,000,000 in connection with its funding of the extension payment to extend the period of time that VMAC has to consummate its initial business combination by three months to November 11, 2021. The loans are non-interest bearing and unsecured.

•        VMAC’s second amended and restated certificate of incorporation contains a waiver of the corporate opportunity doctrine, and there could have been business combination targets that have been appropriate for a combination with VMAC but were not offered due to a VMAC director’s duties to another entity. VMAC does not believe that the waiver of the corporate opportunity doctrine in its second amended and restated certificate of incorporation interfered with its ability to identify an acquisition target.

These interests may influence VMAC’s directors in making their recommendation to vote in favor of the Business Combination Proposal and the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part. You should also read the section entitled “The Business Combination.”

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by VMAC’s stockholders is not obtained or that there are not sufficient funds in the trust account, in each case, subject to certain terms specified in the Business Combination Agreement (as described under the section entitled “The Business Combination Agreement — Conditions to Closing the Business Combination”), or that other closing conditions are not satisfied. If VMAC does not complete the Business Combination, it could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of VMAC’s Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of its management will have been diverted to the Business Combination rather than its own operations and pursuit of other opportunities that could have been beneficial to VMAC.

Pubco may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Pubco will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of its Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption, and provided further that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, or Pubco has elected to require the exercise of the warrants on a “cashless basis,” and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by Pubco, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The Private Placement Warrants are not redeemable by Pubco so long as they are held by the Sponsor or its permitted transferees.

The only principal asset of Pubco following the Business Combination will be its interest in Anghami, and accordingly, it will depend on distributions from Anghami to pay taxes and expenses.

Upon consummation of the Business Combination, Pubco will be a holding company and will have no material assets other than its interests in Anghami. Pubco is not expected to have independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Anghami. There can be no assurance that Anghami will generate sufficient cash flow to distribute funds to Pubco, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Anghami does not distribute sufficient funds to Pubco to pay its taxes or other liabilities, Pubco may default on contractual obligations or have to borrow additional funds. In the event that Pubco is required to borrow additional funds, it could adversely affect Pubco’s liquidity and subject it to additional restrictions imposed by lenders.

Even if VMAC consummates the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per VMAC Class A Common Stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

If VMAC fails to consummate the PIPE, it may not have enough funds to complete the Business Combination.

As a condition to closing the Business Combination, the Business Combination Agreement provides that VMAC must have $40 million available at upon the closing of the Business Combination. Since the amount in the Trust Account is less than $40 million, VMAC requires the funds from the PIPE in order to consummate the Business Combination. While VMAC has entered into Subscription Agreements to raise an aggregate of approximately $40 million immediately prior to the Closing, there can be no assurance that the counterparties to the Subscription Agreements will perform their obligations thereunder. If VMAC fails to consummate the PIPE, it is unlikely that VMAC will have sufficient funds to meet the condition to Closing in the Business Combination Agreement.

Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Pubco’s financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Although VMAC has conducted due diligence on Anghami, we cannot assure you that our diligence surfaced all material issues that may be present inside Anghami, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Anghami and outside of VMAC’s control will not later arise. As a result of these factors, Pubco may be forced to later write-down or write off assets, restructure its operations, or incur impairment or other charges that could result in Pubco reporting losses. Even if VMAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with VMAC’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on VMAC’s liquidity, the fact that VMAC reports charges of this nature could contribute to negative market perceptions about VMAC or its securities. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by VMAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Public stockholders at the time of the Business Combination who purchased their VMAC Units in VMAC’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

The Public Stockholders may allege that some aspects of the Business Combination are inconsistent with the disclosure contained in the prospectus issued by VMAC in connection with the offer and sale in its IPO of units, including the structure of the proposed Business Combination. Consequently, a Public Stockholder who purchased shares in the IPO (excluding the Initial Stockholders) and still holds them at the time of the Business Combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the VMAC Units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against VMAC, it may not have sufficient funds following the consummation of the Business Combination to pay such claims, or if claims are successfully brought against Pubco following the consummation of the Business Combination, Pubco’s results of operations could be adversely affected and, in any event, Pubco may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

VMAC’s stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, VMAC’s stockholders will own a smaller percentage of Pubco than they currently own of VMAC. Upon completion of the Business Combination, it is anticipated that VMAC’s stockholders (including the Initial Stockholders), will own approximately 40.7% of the Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination, assuming that none of the Public Stockholders exercise their redemption rights. Consequently, VMAC’s stockholders, as a group, will have reduced ownership and voting power in Pubco compared to their ownership and voting power in VMAC.

VMAC’s and Anghami’s ability to consummate the Business Combination, and the operations of Pubco following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Anghami or Pubco following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and VMAC’s and Anghami’s ability to consummate the Business Combination and Pubco’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of VMAC, Anghami and Pubco may also incur additional costs due to delays caused by COVID-19, which could adversely affect Pubco’s financial condition and results of operations.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that VMAC is unable to complete its initial business combination or make certain amendments to the VMAC Charter, its public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

VMAC depends on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which they may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of VMAC’s assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, VMAC may not be sufficiently protected against such occurrences. VMAC may not have sufficient resources to adequately

protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on VMAC’s business and lead to financial loss.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what VMAC and Anghami’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what VMAC and Anghami’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information” for more information.

A market for Pubco’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Pubco’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Pubco’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Pubco’s securities after the Business Combination can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if its securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding Pubco Ordinary Shares adversely, then the price and trading volume of Pubco Ordinary Shares could decline.

The trading market for Pubco Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about the Combined Company, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on VMAC or the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, Pubco Ordinary Share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding Pubco Ordinary Shares adversely, or provide more favorable relative recommendations about Pubco’s competitors, the price of Pubco Ordinary Shares would likely decline. If any analyst who may cover VMAC were to cease coverage of the Combined Company or fail to regularly publish reports on it, Pubco could lose visibility in the financial markets, which could cause Pubco Ordinary Share price or trading volume to decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of VMAC’s and/or Pubco’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of VMAC’s Class A Common Stock prior to the consummation of the Business Combination may decline. The market values of VMAC’s Class A Common Stock at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which VMAC’s stockholders vote on the Business Combination. Because the number of Pubco Ordinary Shares to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of VMAC’s Class A Common Stock, the market value of Pubco Ordinary Shares issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of Pubco Ordinary Shares could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Pubco Ordinary Shares. Accordingly, the valuation ascribed to Pubco in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Pubco’s securities develops and continues, the trading price of Pubco Ordinary Shares following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Pubco’s control. Any of the factors listed below could have a material adverse effect on your investment in Pubco Ordinary Shares, and Pubco Ordinary Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Pubco Ordinary Shares may not recover and may experience a further decline.

Factors affecting the trading price of Pubco Ordinary Shares may include:

•        actual or anticipated fluctuations in Pubco’s quarterly financial results or the quarterly financial results of companies perceived to be similar to Pubco;

•        changes in the market’s expectations about Pubco’s operating results;

•        success of competitors;

•        Pubco’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning Pubco or the industries in which Pubco operates in general;

•        operating and share price performance of other companies that investors deem comparable to Pubco;

•        changes in laws and regulations affecting Pubco’s business;

•        commencement of, or involvement in, litigation involving Pubco;

•        changes in Pubco’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of Pubco Ordinary Shares available for public sale;

•        any major change in Pubco’s board or management;

•        sales of substantial amounts of Pubco Ordinary Shares by Pubco’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of Pubco Ordinary Shares irrespective of Pubco’s operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Pubco Ordinary Shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to Pubco could depress its share price, regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of Pubco Ordinary Shares also could adversely affect Pubco’s ability to issue additional securities and its ability to obtain additional financing in the future.

The JOBS Act permits “emerging growth companies” like Pubco to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

Pubco currently qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the “JOBS Act.” As such, Pubco takes advantage of certain exemptions from various reporting requirements applicable to other public companies

that are not emerging growth companies for as long as it continues to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, Pubco shareholders may not have access to certain information they deem important.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

Pubco cannot predict if investors will find Pubco Ordinary Shares less attractive because it relies on these exemptions. If some investors find Pubco Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Pubco Ordinary Shares may be more volatile. Pubco does not expect to qualify as an emerging growth company after the last day of the fiscal year in which the Business Combination is consummated and may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against VMAC or its directors and officers in connection with the Business Combination. Defending such additional lawsuits could require VMAC to incur significant costs and draw the attention of VMAC’s management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the Closing may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Closing from occurring within the contemplated timeframe.

Anghami will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on Anghami’s team members and third parties may have an adverse effect Anghami. These uncertainties may impair Anghami’s ability to retain and motivate key personnel and could cause third parties that deal with Anghami to defer entering into contracts or making other decisions or seek to change existing business relationships. If key team members depart because of uncertainty about their future roles and the potential complexities of the Business Combination, VMAC or Anghami’s business could be harmed.

VMAC may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Staff Statement, VMAC’s audit committee concluded that it was appropriate to restate VMAC’s previously-issued financial statements as of December 31, 2020, and for the period from March 27, 2020 (date of inception) through December 31, 2020 (the “Restatement”). As part of the Restatement, VMAC identified a material weakness in its internal control over financial reporting.

As a result of such material weakness, the Restatement, the change in accounting for the VMAC Warrants and other matters raised or that may in the future be raised by the SEC, VMAC may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in VMAC’s internal control over financial reporting and the preparation of VMAC’s financial statements. As of the date of this proxy statement/prospectus, VMAC has no knowledge of any such litigation or dispute. However, VMAC can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on VMAC’s business, results of operations and financial condition or its ability to complete the Business Combination.

U.S. Tax Risk Factors

There may be tax consequences of the Business Combination that may adversely affect holders of VMAC Common Stock or VMAC Warrants.

Although the matter is not free from doubt, the exchange of VMAC Common Stock for Pubco Ordinary Shares pursuant to the Merger generally is expected to qualify as a tax-free exchange for U.S. federal income tax purposes. To the extent the Merger does not so qualify, it could result in the imposition of substantial taxes on VMAC’s stockholders. In addition, although the matter is not free from doubt, the Merger may be a taxable transaction for U.S. federal income tax purposes to holders of VMAC Warrants. See the section entitled “Material U.S. Federal Income Tax Considerations.”

The IRS may not agree that Pubco should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, Pubco, which is incorporated under the laws of the Cayman Islands, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If Pubco were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) could be subject to U.S. withholding tax.

As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Pubco,” Pubco is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for such treatment have been satisfied must be finally determined at completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. Further, the rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation.

The Business Combination may give rise to a taxable event for U.S. holders of VMAC Common Stock and VMAC Warrants

Subject to the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Considerations” below, the Business Combination is generally intended to be tax-deferred to U.S. holders and Non-U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) of VMAC Common Stock and VMAC Warrants for U.S. federal income tax purposes, except to the extent that U.S. holders and Non-U.S. holders of VMAC Common Stock receive cash pursuant to the exercise of redemption rights. However, the failure of a U.S. holder to meet certain requirements could result in the exchange of VMAC Common Stock for Pubco Ordinary Shares and/or the assumption by Pubco of VMAC Warrants being a taxable event to such U.S. holder.

Section 367(a) of the U.S. Tax Code and the Treasury Regulations promulgated thereunder, in certain circumstances, may impose additional requirements for a U.S. holder to qualify for tax-deferred treatment with respect to the exchange of VMAC Common Stock and/or the assumption by Pubco of VMAC Warrants in the Business Combination.

The requirements for tax-deferred treatment, including Section 367(a) of the U.S. Tax Code, and the U.S. federal income tax consequences to U.S. holders if such requirements are not met are discussed in more detail under the sections entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”. If you are a U.S. holder exchanging VMAC Common Stock in the Business Combination or holding VMAC Warrants at the time of the consummation of the Business Combination, you are urged to consult your own tax advisor to determine the tax consequences thereof.

Nasdaq may not list Pubco’s securities, which could limit investors’ ability to make transactions in Pubco’s securities and subject Pubco to additional trading restrictions.

Pubco intends to apply to have its securities listed on Nasdaq upon consummation of the Business Combination. Pubco will be required to meet the initial listing requirements to be listed. Pubco may not be able to meet those initial listing requirements. Even if Pubco’s securities are so listed, it may be unable to maintain the listing of its securities in the future.

If Pubco fails to meet the initial listing requirements and Nasdaq does not list its securities and the related closing condition is waived by the parties, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage on it; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma combined financial information is being provided to aid in the analysis of the financial aspects of the Proposed Transactions (as defined below). The following has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma combined statement of financial position as of December 31, 2020 combines the historical balance sheet of VMAC and statement of financial position of Anghami on a pro forma basis as if the Proposed Transactions, summarized below, had been consummated as of that date. The unaudited pro forma combined statement of comprehensive income combines the historical statement of comprehensive income of Anghami for the year ended December 31, 2020 and statement of operations of VMAC for the period from March 27, 2020 (inception) through December 31, 2020, giving effect to the transactions as if they had occurred as of the earliest period presented. This information should be read together with the audited financial statements of VMAC and related notes thereto, Anghami’s audited financial statements and related notes thereto, the sections entitled “VMAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Anghami’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined statement of financial position as of December 31, 2020 has been prepared using the following:

•        Anghami’s audited statement of financial position as of December 31, 2020, as included elsewhere in this proxy statement/prospectus; and

•        VMAC’s audited historical balance sheet as of December 31, 2020, as included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined statement of comprehensive income for the period ended December 31, 2020 has been prepared using the following:

•        Anghami’s audited statement of comprehensive income for the year ended December 31, 2020, as included elsewhere in this proxy statement/prospectus;

•        VMAC’s audited statement of operations for the period from March 27, 2020 (inception) through December 31, 2020, as included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined financial information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s actual financial position or results of operations would have been had the Proposed Transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of Pubco.

The unaudited pro forma adjustments are based on information currently available. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the unaudited pro forma combined financial information. As the unaudited pro forma combined financial information has been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented. As a result, this unaudited pro forma combined financial information should be read in conjunction with the historical financial information included elsewhere in the proxy statement/prospectus.

Description of the Proposed Transactions

On March 3, 2021, VMAC, Anghami, Pubco, Vistas Merger Sub and Anghami Merger Sub entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the mergers and the other transactions contemplated thereby. The key steps, in sequential order are (i) VMAC will merge with and into 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

Pubco Ordinary Shares on the same terms, 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 Pubco Ordinary Shares and, if applicable, the payment of cash (together the “Proposed Transactions”). Upon consummation of the Proposed Transactions, shareholders of VMAC and Anghami will become shareholder of Pubco. For more information about the Business Combination, please see the section entitled “The Business Combination Agreement.”

Accounting for the Proposed Transactions

The exchange of Anghami’s shares for Pubco’s shares will be accounted for as a transaction under common control in accordance with IFRS. The exchange of VMAC’s shares for Pubco’s shares will be accounted for as a “reverse acquisition” in accordance with IFRS. Under this method of accounting, VMAC will be treated as the “acquired” company for financial reporting purposes.

This determination was primarily based on the assumptions that Anghami’s shareholders will hold a majority of the voting power of the Combined Company, Anghami’s operations will substantially comprise the ongoing operations of the Combined Company, Anghami’s designees are expected to comprise a majority of the governing body of the Combined Company, and Anghami’s senior management will comprise the senior management of the Combined Company.

Accordingly, for accounting purposes, the exchange of VMAC’s shares for Pubco shares will be treated as the equivalent of Pubco issuing shares for the net assets of VMAC, accompanied by a recapitalization. It has been determined that VMAC is not a business under IFRS, hence the transaction is accounted for within the scope of IFRS 2 (“share-based payment”).

In accordance with IFRS 2, the difference in the fair value of Pubco’s equity instruments deemed issued to VMAC shareholders over the fair value of identifiable net assets of VMAC represents a service for listing, and is accounted for as a share-based payment which is expensed as incurred. The net assets of the Combined Company will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the exchange of VMAC’s shares for Pubco’s shares will be deemed to be those of Pubco.

Basis of Pro Forma Presentation

The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide an understanding of the Combined Company upon consummation of the Proposed Transactions for illustrative purposes.

The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Anghami has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma combined financial information.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. The unaudited pro forma combined financial information should not be relied upon as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Combined Company will experience. Anghami and VMAC have not had any historical relationship prior to the Proposed Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical financial information of VMAC has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma combined financial information. No adjustments were required to convert VMAC financial statements from U.S. GAAP to IFRS except to reclassify VMAC change in fair value of warrants liability to finance income to align with IFRS presentation. This did not impact net income.

The unaudited pro forma combined financial information has been prepared assuming two redemption scenarios as follows:

1.      Assuming No Redemptions: This presentation assumes that no VMAC stockholders exercise redemption rights with respect to their shares of VMAC Class A Common Stock upon consummation of the Business Combination and $40,000,000 in proceeds from the PIPE;

2.      Assuming Maximum Redemptions: This presentation assumes that VMAC stockholders exercise their redemption rights with respect to 9,500,000 shares of VMAC Class A Common Stock upon consummation of the Business Combination at a redemption price of approximately $10 per share. The maximum redemption amount assumes that there is a minimum of $45,000,001 of cash held either in or outside of the trust account, including the aggregate amount of any proceeds from the PIPE, after giving effect to the payments to redeeming stockholders and before considering transaction fees. The maximum redemption scenario includes all adjustments contained in the no redemption scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

Included in the shares outstanding and weighted average shares outstanding as presented in the unaudited pro forma combined financial information are an aggregate of [14,171,716] Pubco Ordinary Shares to be issued to Anghami’s shareholders under the no redemption scenario and 18,000,000 Pubco Ordinary Shares to be issued to Anghami’s shareholders under the maximum redemption scenario.

Pursuant to the Business Combination Agreement, Anghami Shareholders are entitled to 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 “Cash Consideration”). The available cash at Closing will be calculated by (i) adding the amount available to be released from VMAC’s trust account, after taking into account redemptions by VMAC’s stockholders, in addition to any cash or cash equivalents of VMAC and the net proceeds of private placements of shares of VMAC common stock to occur immediately prior to the Closing and (ii) subtracting transaction expenses of VMAC and Anghami related to the Proposed Transaction.

The following table summarizes the pro forma number of Pubco Ordinary Shares outstanding, by source, under the two alternative scenarios presented above (in each case, without giving effect to (i) Pubco Warrants that will remain outstanding immediately following the Proposed Transactions and may be exercised thereafter or (ii) any options that will be outstanding upon completion of the Proposed Transactions under the Pubco incentive plan, but including the VMAC Class B Common Stock, which at the Closing will convert into 2,500,000 Pubco Ordinary Shares):

(1)      Excludes Pubco Ordinary Shares issuable upon the exercise of 11,445,000 Pubco warrants to be outstanding upon completion of the Proposed Transactions.

(2)      Includes 4,000,000 Pubco Ordinary Shares held by VMAC PIPE investors.

(3)      Based on estimated price of $10.00 per share.

(4)      Relates to transaction costs due to SHUAA and deNovo Corporate Advisors, intended to be settled in shares issued.

All numbers given below are in US dollars except as indicated otherwise. Certain amounts that appear in this section may not sum due to rounding.

Unaudited Pro Forma Combined Statement of Financial Position as of December 31, 2020
(in U.S. dollars)

Unaudited Pro Forma Combined Statement of Financial Position As of December 31, 2020