Item 8.01. Other Events.
On December 21, 2021, Vistas
Media Acquisition Company Inc. (“VMAC” or the “Company”) and Anghami Inc. (“Anghami”) issued
a joint press release (the “Press Release”), announcing that the registration statement filed on Form F-4 was declared effective
by the SEC on December 16, 2021. A copy of the Press Release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Important Information About the Business Combination and Where
to Find It
In connection with the proposed business combination
between VMAC and Anghami, Anghami filed a registration statement on Form F-4 (File No. 333-260234) (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective on December 16,
2021, with respect to Anghami’s securities to be issued in connection with the proposed business combination, and VMAC filed a
definitive proxy statement in connection with VMAC’s solicitation of proxies for the vote by VMAC’s stockholders in connection
with the proposed business combination and other matters as described in the proxy statement, as well as the prospectus relating to the
offer of the securities to be issued to VMAC’s stockholders in connection with the completion of the business combination. VMAC
has mailed the definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting
on the proposed business combination. VMAC’s stockholders and other interested persons are advised to read the Registration Statement
and the amendments thereto and the definitive proxy statement/consent solicitation/prospectus, in connection with VMAC’s solicitation
of proxies for its special meeting of stockholders to be held on January 19, 2022 to approve, among other things, the proposed business
combination (the “Special Meeting”), because these documents contain important information about
VMAC, Anghami and the proposed business combination.
VMAC’s stockholders
may also obtain a copy of the proxy statement/prospectus, as well as other documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by VMAC, without charge, at the SEC’s website located 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 United
States Private Securities Litigation Reform Act of 1995. VMAC’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 (or the negative versions of such words
or 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 Business Combination 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.