Vistas Media Acquisition Co Inc.

The document states two different dates for its own delivery: the cover says it is dated December 16, 2021 and first being mailed on or about December 20, 2021, while the special meeting section says it is first being furnished on or about December 16, 2021. Both are in this filing. On the economics, the stock consideration is defined as $180 million of enterprise value less any cash paid to Anghami's shareholders, divided by $10.00, and the PIPE is at least 4,000,000 shares at $10.00. The trust held approximately $102,074,080.46 on November 18, 2021, an estimated $10.207 per share.

The fee of $41,687.49 on a transaction value of $449,703,256.75 was already paid with Anghami Inc.'s Form F-4, File No. 333-260234, filed October 15, 2021, so no new fee accompanies this proxy. The value is built from 31,500,075 ordinary shares at $10.09 plus the warrant strips — 10,795,000 VMAC warrants, 500,000 Representative Warrants and 150,000 Service Warrants — with the underlying shares priced at their $11.50 and $12.00 exercise prices rather than at market, so the total is larger than what holders would actually receive.

Trust is funded at a bare $10.00 per share and the deadline is August 11, 2021, extendable to 18 months only if the sponsor deposits $1,000,000 ($0.10 per public share) per extension, up to $2,000,000, on terms not yet negotiated. Two document defects: the fair-value note states trust held $100,863,793, which is actually total assets and overstates trust by the $847,208 of operating cash; and the cover reports 11,330,000 Class A shares at November 16, 2020 when the balance sheet supports 10,330,000, being 10,000,000 public plus 330,000 private placement shares.

$100,000,000 in trust against 10,000,000 public shares. Note that this report and the August 12, 2020 IPO report describe the private placement differently: that one reported 548,610 private placement warrants at $1.00 for $548,610 and no units, while this one reports 295,000 units plus 500,000 warrants for $3,450,000 in total. The two cannot both be complete descriptions of the same transaction, so the private placement composition is not settled by these reports alone.

A small SPAC with unusually generous warrant coverage — a full warrant per unit, against the one-third and one-half structures of the same week — which is a large dilution overhang for holders who stay. The report also states the clock in its own text: the trust is not released until the earlier of a business combination or a redemption if none is completed within 12 months of the IPO closing, extendable to up to 18 months as described in the registration statement. The sponsor also transferred Class B shares to four incoming directors.

The clock is 12 months and the long-stop is 18. Each three-month extension costs the sponsor $1,000,000 ($1,150,000 with the over-allotment) - $0.10 per share - deposited into the trust before the deadline, so the trust per share RISES by up to $0.20 if both extensions are taken. That is a floor that moves, and it moves without a shareholder vote. The unit also carries a whole warrant rather than a fraction, and the $18.00 call test is adjustable for certain capital-raising issuances of Class A stock and equity-linked securities.