UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
| Anghami Inc. |
| (Name of Issuer) |
| Ordinary shares |
| (Title of Class of Securities) |
| G0369L101 |
| (CUSIP Number) |
| 31 December 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ü | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No.______ | ||
| (1) | Names of reporting persons Samena Beats Holdings | |
| (2) | Check the appropriate box if a member of a group (see instructions) | |
| (a) ☐ | ||
| (b) ☐ | ||
| (3) | SEC use only | |
| (4) | Citizenship or place of organization CAYMAN ISLANDS | |
| Number of shares beneficially owned by each reporting person with: | ||
| (5) | Sole voting power | |
| 1,635,800 Ordinary shares | ||
| (6) | Shared voting power | |
| 0 | ||
| (7) | Sole dispositive power | |
| 1,635,800 Ordinary shares | ||
| (8) | Shared dispositive power | |
| 0 | ||
| (9) | Aggregate amount beneficially owned by each reporting person | |
| 1,635,800 Ordinary shares | ||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (10) | Percent of class represented by amount in Row (9) | |
| 5.51% | ||
| (12) | Type of reporting person (see instructions) | |
| FI | ||
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ITEM 1(A) NAME OF ISSUER: Anghami Inc. (the“Company”)
ITEM 1(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: 16th Floor, Al-Khatem Tower, WeWork Hub71, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
ITEM 2 (A) NAME OF PERSON FILING: This statement is filed by Samena Beats Holdings, a Cayman Islands incorporated limited liability company (“Reporting Person”).
ITEM 2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 190, Elgin Avenue, George Town, KY1-1104
ITEM 2 (C) CITIZENSHIP: Cayman Islands
ITEM 2 (D) TITLE OF CLASS OF SECURITIES: Ordinary Shares
ITEM 2 (E) CUSIP NO.: G0369L101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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ITEM 4. OWNERSHIP
(a) Amount beneficially owned:1,635,800
(b) Percent of class:5.51%
The percentage set forth herein is calculated based upon 29,709,641 Ordinary Shares outstanding as of December 31, 2023 as reported in the Company’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,635,800
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,635,800
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS
Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: | February 6, 2024 | |
| Signature. | /s/ Chetan Gupta | |
| Name/Title. | Chetan Gupta, Director |
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