Sec Form 13D Filing - OSN Streaming Limited filing for - 2025-07-25

Item 3 is hereby supplemented by the addition of the following: The information set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference.

Item 4 is hereby supplemented by the addition of the following: The Issuer issued the Third Note in the amount of $23,000,000 to OSN Streaming on July 25, 2025, pursuant to the Note Purchase Agreement. The foregoing descriptions of the Note Purchase Agreement and the Third Note 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 Third Note, which were filed as Exhibit 8 to the Amended Schedule 13D and Exhibit 12 to this Amendment No. 7, respectively. In addition, pursuant to the SPA entered into on March 23, 2025 by and among OSN Streaming Holding, the Purchaser and the Purchaser Guarantor (in each case, as defined in the Amended Schedule 13D), on July 23, 2025, the Purchaser completed the purchase of 1,900,118 ordinary shares of OSN Streaming (the "First Tranche Sale Shares"), cumulatively representing 11.28% of the total issued share capital of OSN Streaming, in exchange for a cash payment of $19,000,000. Subject to the satisfaction or waiver of the conditions specified in the SPA, the Purchaser will acquire from OSN Streaming Holding an additional number of ordinary shares in OSN Streaming cumulatively representing up to 22.55% (excluding the First Tranche Sale Shares) and 33.83% (including the First Tranche Sale Shares), respectively, of the total issued share capital of OSN Streaming as of the date of the SPA. The foregoing summary of the SPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SPA, a copy of which was filed as Exhibit 11 to the Amended Schedule 13D. On July 23, 2025, OSN Streaming, OSN Streaming Holding and the Purchaser entered into the Shareholders' Agreement (as defined in the Amended Schedule 13D) to regulate their affairs in relation to OSN Streaming and the Issuer, among other things. Pursuant to the Shareholders' Agreement, on July 23, 2025, the Purchaser appointed: (i) two members to the board of directors of OSN Streaming; (ii) one member to the Board; and (iii) one observer to both the Board and the audit committee of the Issuer. The foregoing summary of the Shareholders' Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Shareholders' Agreement, a copy of which is filed as Exhibit 13 to this Amendment No. 7. On July 23, 2025, OSN Streaming Holding, the Purchaser and the Purchaser Guarantor entered into the Option Agreement (as defined in the Amended Schedule 13D) pursuant to which OSN Streaming Holding granted the Purchaser the Call Option, the CM Put Option and the CF Put Option (in each case, as defined in the Amended Schedule 13D), subject to the terms and conditions set forth in the Option Agreement. The foregoing summary of the Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Option Agreement, a copy of which is filed as Exhibit 14 to this Amendment No. 7.

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 incorporated herein by reference. 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 the Amended Schedule 13D), 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. 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. As of the date of this Amendment No. 7, (i) OSN Streaming Holding, a wholly owned subsidiary of PMH, holds a number of ordinary shares of OSN Streaming cumulatively representing 88.72% of the total issued share capital of OSN Streaming and (ii) the Purchaser holds a number of ordinary shares of OSN Streaming cumulatively representing 11.28% of the total issued share capital of OSN Streaming. Subject to the Second Completion and the Third Completion (each as defined in the Amended Schedule 13D), (i) OSN Streaming Holding will hold a number of ordinary shares of 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 of 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 25, 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. 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. 7 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. 7 is incorporated herein by reference.

Exhibit Number Description 12 Senior Unsecured Convertible Note, issued by the Issuer to OSN Streaming, dated as of July 25, 2025 (incorporated by reference to Exhibit 99.2*# to the Issuer's Form 6-K filed with the SEC on July 25, 2025). 13 Shareholders' Agreement, dated as of July 23, 2025, by and among OSN Streaming Limited, OSN Streaming Holding Limited and DPlay Entertainment Limited. * # 14 Option Agreement, dated as of July 23, 2025, by and among OSN Streaming Holding Limited, DPlay Entertainment Limited and Discovery Communications, LLC.* # * Filed herewith. # Portions of this exhibit have been omitted because such portions are both not material and the registrant customarily and actually treats the redacted information as private and confidential. The omissions have been indicated by Asterisks ("[***]").