UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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The | Stock Market LLC
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Item 1.01. Entry Into a Material Definitive Agreement
On November 9, 2021, an aggregate of $1,000,000 (the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company (“Sponsor”), into the trust account of Vistas Media Acquisition Company Inc. (“VMAC”) for VMAC’s public stockholders, representing $0.10 per public share, which enables VMAC to extend the period of time it has to consummate its initial business combination by three months from November 11, 2021 to February 11, 2022 (the “Extension”). The Extension is the second of two three-month extensions permitted under VMAC’s governing documents and provides VMAC with additional time to complete its proposed business combination with Anghami, Inc. (the “Business Combination”) pursuant to the business combination agreement, dated March 3, 2021 (the “Business Combination Agreement”), by and among (i) VMAC, (ii) Anghami, a Cayman Islands exempted company (“Anghami”), (iii) Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Anghami (“Pubco”), (iv) Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco, and (v) Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco.
The Sponsor loaned the Extension Payment to VMAC in order to support the Extension and caused the Extension Payment to be deposited in VMAC’s trust account for its public stockholders. In connection with the Extension Payment, VMAC issued to Sponsor an unsecured promissory note (the “Note”) having a principal amount equal to the amount of the Extension Payment. The Note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.
The following events constitute events of default under the Note:
1. | Failure to make the required payments under the Note when due; | |
2. | The voluntary liquidation of VMAC; and | |
3. | The involuntary bankruptcy of VMAC. |
The Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Note, the form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated by reference into this item.
Item 8.01. Other Events.
On November 10, 2021, VMAC issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Extension Payment had been made and that the Company had issued the Note to the Sponsor in connection therewith. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. | Description | |
10.1 | Promissory Note, dated as of November 9, 2021 | |
99.1 | Press Release, dated as of November 10, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISTAS MEDIA ACQUISITION COMPANY INC. | |||
By: | /s/ F. Jacob Cherian | ||
Name: | F. Jacob Cherian | ||
Title: | Chief Executive Officer and Secretary | ||
Dated: November 10, 2021 |
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