Item 8.01. Other Events.
On August 6, 2021, Vistas
Media Acquisition Company Inc. (“VMAC” or the “Company”) issued a press release (the “Press Release”),
announcing that, on August 4, 2021, its sponsor, Vistas Media Sponsor, LLC (the “Sponsor”), requested that VMAC extend the
date by which VMAC has to consummate a business combination from August 11, 2021 to November 11, 2021 (the “Extension”). The
Extension is the first of up to two three-month extensions permitted under VMAC’s governing documents. In connection with such Extension,
the Sponsor has notified VMAC that it intends to cause an aggregate of $1,000,000 (the “Extension Payment”) to be deposited
into VMAC’s trust account on or before August 11, 2021. The Extension provides VMAC with additional time to complete its proposed
business combination with Anghami Inc. (“Anghami”), the leading music streaming platform and service in the Middle East and
North Africa. A copy of the press release is filed as Exhibit 99.1 hereto.
Pursuant to an agreement between VMAC and Anghami,
Anghami is to fund the Extension Payment by wiring the Extension Payment to the Sponsor, which will then deposit the Extension Payment
into VMAC’s trust account.
Important Information About the Business Combination and Where to
Find It
In connection with the proposed business combination,
VMAC intends to file a Registration Statement on Form F-4, including a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus
with the SEC. VMAC’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection
with the proposed business combination, as these materials will contain important information about Anghami, VMAC, and the proposed business
combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination
will be mailed to stockholders of VMAC as of a record date to be established for voting on the proposed business combination. Stockholders
will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other
documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to: fjc@vmac.media.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to
the business combination. A list of the names of those directors and executive officers and a description of their interests in the Company
is contained in the Company’s prospectus dated August 6, 2020, which was filed with the SEC on August 10, 2020, and is available
free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Vistas Media Acquisition Company Inc., 30 Wall
Street, 8th Floor, New York, NY 10005, (212) 859-3525. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
Anghami and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the business
combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination
will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’s and Anghami’s actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the satisfaction of the closing conditions to the proposed business combination,
and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of
these factors are outside VMAC’s and Anghami’s control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination
of the definitive merger agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against
VMAC and Anghami following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete
the proposed business combination, including due to failure to obtain approval of the stockholders of VMAC and Anghami, certain regulatory
approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19
on Anghami’s business and/or the ability of the parties to complete the proposed business combination; (6) the risk that the proposed
business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination;
(7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that Anghami
or VMAC may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated
from time to time in the final prospectus of VMAC for its initial public offering, including those under “Risk Factors” therein,
and in VMAC’s other filings with the SEC. VMAC cautions that the foregoing list of factors is not exclusive. VMAC cautions readers
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. VMAC does not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
