Sec Form 13D Filing - OSN Streaming Limited filing for - 2025-07-21

Item 3 is hereby supplemented by the addition of the following: The information set forth in Item 4 of this Amendment No. 6 is incorporated herein by reference.

Item 4 is hereby supplemented by the addition of the following: Pursuant to Section 2.03 of the Note Purchase Agreement, with written notices given on July 17, 2025 and July 21, 2025, OSN Streaming elected to purchase the remaining Additional Notes in an aggregate principal amount of $23,000,000 (the "Third Note"). As a result, the Issuer intends to issue the Third Note on July 24, 2025 or such other date as agreed between OSN Streaming and the Issuer. The foregoing descriptions of the Note Purchase Agreement and the Notes are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement and the Notes, which were filed as Exhibits 8 and 9, respectively to the Amended Schedule 13D.

Item 5(a) is hereby amended and restated as follows: "The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporat ed herein by reference. As of the date of this Schedule 13D, OSN Streaming is the record owner of an aggregate of (i) 36,985,507 Ordinary Shares, plus (ii) 13,426,246 Ordinary Shares underlying warrants that are exercisable at a price of $11.50 per Ordinary Share (subject to certain specified adjustments) in accordance with the terms of the OSN Warrant (as defined in Item 6 below), plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of (x) the $12,000,000 aggregate principal amount of the Initial Note, (y) the $20,000,000 aggregate principal amount of the Second Note and (z) the $23,000,000 aggregate principal amount of the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement, each at a per share conversion price of $2.50. The total number of Ordinary Shares into which the Notes are convertible does not include Ordinary Shares issuable upon the conversion of any PIK Interest, for which OSN Streaming is required to give more than 60 days' notice to the Issuer. Subject to the First Completion, the Second Completion and the Third Completion (each as defined in Item 6 below), (i) OSN Streaming Holding, a wholly owned subsidiary of PMH, will hold a number of ordinary shares in OSN Streaming cumulatively representing 66.17% of the total issued share capital of OSN Streaming as of the date of the SPA and (ii) the Purchaser will hold a number of ordinary shares in OSN Streaming cumulatively representing up to 33.83% of the total issued share capital of OSN Streaming as of the date of the SPA. PMH, a wholly owned subsidiary of PMG, holds 100% of the equity interests in OSN Streaming Holding. PMG (a majority-owned subsidiary of which KIPCO holds approximately 88%), holds 100% of the equity interests in PMH. As such, these persons may be deemed to be members of a "group" with, and may be deemed to have or share indirect voting and dispositive power, over any of the Ordinary Shares acquired directly by OSN Streaming. The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based on a total of 102,313,374 Ordinary Shares, which includes (i) 66,887,128 Ordinary Shares outstanding as of July 21, 2025, based upon information provided by the Issuer, plus (ii) 13,426,246 Ordinary Shares issuable upon the exercise of warrants to acquire Ordinary Shares beneficially owned by the Reporting Persons, plus (iii) 22,000,000 Ordinary Shares issuable upon the conversion of the Initial Note, the Second Note and the Third Note that OSN Streaming elected to purchase pursuant to the Note Purchase Agreement. In accordance with SEC rules governing beneficial ownership, the calculation of percentage ownership includes warrants and convertible notes held by the Reporting Persons but does not include any other shares issuable upon the exercise of any other outstanding warrants or convertible notes held by other persons."

Item 5(b) is hereby amended and restated as follows: "The information set forth in Item 5(a) of this Amendment No. 6 is incorporated herein by reference."

Item 5(c) is hereby amended and restated as follows: "Except as set forth in Items 3, 4 and 6, which information is incorporated herein by reference, during the 60 days preceding the date of this Schedule 13D, none of the Reporting Persons has effected any transactions of Ordinary Shares."

Item 5(d) is hereby amended and restated as follows: "Except as otherwise set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares."

Not applicable.

Item 6 is hereby supplemented by the addition of the following: The information set forth in Item 4 of this Amendment No. 6 is incorporated herein by reference.