UNITED STATES

~~UNITED STATES~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Vistas Media Acquisition Company ~~Inc~~Inc..

(Exact name of registrant as specified in its charter)

Delaware		001-39433		85-0588009
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30 Wall Street, 8th Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 859-3525

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one redeemable warrant	VMACU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	VMAC	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	VMACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November 24, 2021,~~January 11, 2022, 10,330,000 Class A common stock, par value $0.0001 per share, and 2,500,000 Class B common stock, par value $0.0001 per share, were issued and outstanding.

Explanatory Note

Vistas Media Acquisition Company Inc.

(“we”, “our” or “us”) is filing this Amendment No. 1 (this “Amendment”) to amend our Quarterly Report on Form ~~10-Q~~10–Q for the quarter ended June 30, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2021 (the “Original Filing”), to amend and restate our financial statements and related footnote disclosures as of June 30, 2021. This Amendment also amends certain other items in the Original Filing, as listed in “Items Amended in This Filing” below.

~~For~~

We are filing this Amendment to address matters discussed in the ~~Quarter Ended September~~SEC staff’s recent communications with certain independent registered public accounting firms regarding the classification of the stockholders’ equity of a Special Purpose Acquisition Company (“SPAC”) as permanent equity, which the Company has determined should be reclassified as temporary equity. In the SEC’s informal guidance, the SEC staff noted to certain independent registered public accounting firms that stockholders’ equity of a SPAC should be classified as temporary equity, as compared to the historical classification of SPAC stockholders’ equity as permanent equity, which has been the practice of most SPACs, including us. We had previously classified stockholders’ equity as permanent equity.

After considering the SEC staff’s recent communications with certain independent registered public accounting firms, we have concluded that there are misstatements in our previously filed financial statements. As such, our management determined that our disclosure controls and procedures as of June 30, 2021 were not effective solely as a result of its classification of stockholders’ equity as permanent equity. For more information, see Item 4 included in this Amendment.

~~Table of Contents~~

The change in accounting for stockholders’ equity did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the financial statements, in any of the Affected Periods (as defined below) or in any of the periods included in Item 1, Financial Statements in this filing. The change in accounting for stockholders’ equity does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for any of the reported periods.

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

In connection with the restatement of our financial statements in this Amendment, management identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For a discussion of management’s consideration of the material weakness identified, see Item 4. Controls and Procedures included in this Amendment.

In light of the SEC communications, our management reevaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based in part on the restatement of the financial statements to reclassify stockholders’ equity as described in this Explanatory Note, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of June 30, 2021.

Items Amended in This Filing

The following items have been amended as a result of this restatement:

			~~Page~~

PART I. FINANCIAL INFORMATION
		1
Item 1.	Financial Statements		1
	Balance Sheet		1
	~~Balance Sheet~~	1

	Statement of Operations		2

	Statement of Changes in Stockholders’ Equity		3

	Statement of Cash Flows	4

	~~Notes to Financial Statements~~	5
		4
	Notes to Unaudited Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 4.	Controls and Procedures		24


~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	28

~~Item 4.~~	~~Controls and Procedures~~	28

PART II. OTHER INFORMATION		29
	25
Item 1.6.	~~Legal Proceedings~~Exhibits	29
		25
~~Item 1A.~~	~~Risk Factors~~Signatures	29

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	29

~~Item 3.~~	~~Defaults Upon Senior Securities~~	30

~~Item 4.~~	~~Mine Safety Disclosures~~	30

~~Item 5.~~	~~Other Information~~	30

~~Item 6.~~	~~Exhibits~~	31

	~~Signatures~~	3226

Except as otherwise expressly stated herein, this Amendment does not reflect events occurring after the date of the Form 10-Q, nor does it modify or update the disclosure contained in the Form 10-Q in any way other than as required to reflect the amendments discussed above and reflected below. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company’s other filings made with the SEC on or subsequent to August 23, 2021.

Our Principal Executive Officer and Principal Financial Officer are providing currently dated certifications in connection with this Amendment. These certifications are filed as Exhibits 31.1, 31.2, 32.1 and 32.2.

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Balance Sheet	1
	Statement of Operations	2
	Statement of Changes in Stockholders’ Equity	3
	Statement of Cash Flows	4
	Notes to Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25
Item 6.	Exhibits	25
	Signatures	26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

VISTAS MEDIA ACQUISITION COMPANY INC

BALANCE SHEET
(Unaudited)
(Restated)

~~(Unaudited)~~

September 30,
2021 December 31,
2020
(Restated)
ASSETS
Current Assets
Cash $ 38,408 $ 709,879
Total Current Assets 38,408 709,879

Cash held in Trust Account 101,072,860 100,049,603

Total Assets 101,111,268 100,759,482

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses $ 135,000 $ 155,000
Loan payable - Sponsor 1,000,000 -
Total Current Liabilities 1,135,000 155,000

Derivative warrant liabilities 8,171,976 10,278,450
Total Liabilities 9,306,976 10,433,450
Commitments and Contingencies
Class A common stock subject to possible redemption, 10,000,000 shares issued and outstanding at redemption value of $10.00 per share at September 30, 2021 and December 31, 2020 100,000,000 100,000,000

Stockholders’ Equity
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; 1,000,000 shares non issued. - -

Common Stock Class A - $0.0001 par value; 380,000,000 shares authorized; 330,000 shares issued and outstanding (excluding 10,000,000 subject to redemption) 33 33

Common Stock Class B - $0.0001 par value; 20,000,000 shares authorized; 2,500,000 shares issued and outstanding 250 250

Additional paid-in capital - -
Accumulated deficit (8,195,991 ) (9,674,252 )
Total Stockholders’ Deficit (8,195,708 ) (9,673,969 )
Total Liabilities and Stockholders’ Deficit $ 101,111,268 $ 100,759,482

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	249,095		$	709,879
Total Current Assets		249,095			709,879

Cash held in Trust Account		100,065,067			100,049,603
Total Assets		100,314,162			100,759,482

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	132,000		$	155,000
Total Current Liabilities		132,000			155,000

Derivative warrant liabilities		12,826,420			10,278,450
Total Liabilities		12,958,420			10,433,450

Commitments and Contingencies
Class A common stock subject to possible redemption, 10,000,000 shares issued and outstanding at redemption value of $10.00 per share as of June 30, 2021 and December 31, 2020		100,000,000			100,000,000

Stockholders’ Deficit
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; 1,000,000 shares non issued.		-			-
Common Stock Class A - $0.0001 par value; 380,000,000 shares authorized; 330,000 shares issued and outstanding (excluding 10,000,000 subject to redemption)		33			33
Common Stock Class B - $0.0001 par value; 20,000,000 shares authorized; 2,500,000 shares issued and outstanding		250			250
Additional paid-in capital		-			-
Accumulated deficit		(12,644,541	)		(9,674,252	)
Total Stockholders’ Deficit		(12,644,258	)		(9,673,969	)
Total Liabilities and Stockholders’ Deficit	$	100,314,162		$	100,759,482

~~The accompanying notes are an integral part of the unaudited financial statements~~

~~VISTAS MEDIA ACQUISITION COMPANY INC~~

~~STATEMENT OF OPERATIONS~~

~~(Unaudited)~~

For the Three Months Ended For the
Nine Months
From
Inception
March 27,
2020 to
September 30,
2021 September 30,
2020
(Restated)
Ended
September 30,
2021 September 30,
2020
(Restated)

Revenues $ - $ - $ - $ -

Operating Expenses
General and administrative expenses 213,687 314,875 651,470 316,465
Total Operating Expenses 213,687 314,875 651,470 316,465

Net Loss from Operations (213,687 ) (314,875 ) (651,470 ) (316,465 )

Other Income
Interest income 7,792 16,585 23,257 16,585
Change in fair value of warrant liabilities 4,654,445 9,036,000 2,106,475 9,036,000
Total other Income 4,662,237 9,052,585 2,129,732 9,052,585

Net Income 4,448,550 8,737,710 1,478,262 8,736,120

Weighted average shares outstanding of Class A common stock 10,330,000 5,789,341 10,330,000 2,817,273
Basic and diluted net income per stock, Class A 0.35 1.05 0.12 1.64
Weighted average shares outstanding of Class B common stock 2,500,000 2,500,000 2,500,000 2,500,000
Basic and diluted net income per stock, Class B 0.35 1.05 0.12 1.64

~~The accompanying notes are an integral part of the unaudited financial statements~~

~~VISTAS MEDIA ACQUISITION COMPANY INC~~

~~STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT~~

~~(Unaudited)~~

Common Stock Additional Paid Accumulated Total
Stockholder’s
Shares Amount In Capital Deficit Deficit
Balance – January 1, 2021 (As Restated) 2,830,000 283 - (9,674,252 ) (9,673,969 )
Net income - - - 2,514,225 2,514,225
Balance - March 31, 2021 (As Restated) 2,830,000 283 - (7,160,027 ) (7,159,744 )
Net loss - - - (5,484,514 ) (5,484,514 )
Balance - June 30, 2021 (As Restated) 2,830,000 283 - (12,644,541 ) (12,644,258 )
Net income - - - 4,448,550 4,448,550
Balance at September 30, 2021 2,830,000 283 - (8,195,991 ) (8,195,708 )

~~FOR THE PERIOD THREE MONTHS ENDED SEPTEMBER 30, 2020 AND~~

~~FOR THE PERIOD FROM MARCH 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~

Common Stock Additional Paid Accumulated Total Stockholder’s
Shares Amount In Capital Deficit Deficit

Balance – March 27, 2020 (inception) - - - - -
Issuance of Class B common stock to sponsor 2,500,000 250 24,750 - 25,000
Net loss - - - (1,590 ) (1,590 )
Balance - June 30, 2020 2,500,000 250 24,750 (1,590 ) 23,410
Accretion for Class A common stock to redemption amount - - (24,750 ) (14,155,056 ) (14,179,806 )
Net income - - - 8,736,120 8,736,120
Balance - September 30, 2020 (As Restated) 2,500,000 250 - (5,420,526 ) (5,420,276 )

~~The accompanying notes are an integral part of the unaudited financial statements~~

~~VISTAS MEDIA ACQUISITION COMPANY INC~~

~~STATEMENT OF CASH FLOWS~~

~~(Unaudited)~~

For the
Nine Months
Ended
September 30,
2021
From
Inception
March 27,
2020 to
September 30,
2020
(Restated)

Cash Flows from Operating Activities:

Net Income $ 1,478,262 $ 8,736,120
Change in fair value of warrant liabilities (2,106,475 ) (9,036,000 )
Interest earned on marketable securities held in trust account (23,257 ) (16,584 )
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating liability:
Change in accounts payable (20,000 ) 1,000
Net Cash used in Operating Activities (671,472 ) (315,464 )

Cash Flows from Investing Activities:
Investment of cash in Trust Account (1,000,000 ) (100,000,000 )
Net Cash used in Investing Activities (1,000,000 ) (100,000,000 )

Cash flows from Financing Activities
Gross proceeds from sale of Units, net of commissions - 99,000,000
Proceeds from issuance of common stock to sponsor - 25,000
Proceeds from sale of Private Units - 2,700,000
Proceeds from note payable - related party, net - 384,978
Repayment of note payable - related party, net - (353,500 )
Payment of offering cost - (593,806 )
Proceeds of loan from sponsor 1,000,000 -
Net Cash Provided by Financing Activities 1,000,000 101,162,672

Net increase in cash (671,472 ) 847,208
Cash and cash equivalents at beginning of period 709,879 -
Cash and cash equivalents at end of period $ 38,408 $ 847,208

The accompanying notes are an integral part of the unaudited financial statements

VISTAS MEDIA ACQUISITION COMPANY INC
STATEMENT OF OPERATIONS
(Unaudited)
(Restated)

	For the Three Months Ended						For the Six Months Ended			From Inception (March 27, 2020) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Revenues	$	-		$	-		$	-		$	-

Operating Expenses
General and administrative expenses		229,107			1,590			437,784			1,590
Total Operating Expenses		229,107			1,590			437,784			1,590

Net Loss from Operations		(229,107	)		(1,590	)		(437,784	)		(1,590	)

Other Income
Interest income		3,363			-			15,465			-
Change in fair value of warrant liabilities		(5,258,770	)		-			(2,547,970	)		-
Total other Income/(Loss)		(5,255,407	)		-			(2,532,505	)		-

Net Loss		(5,484,514	)		(1,590	)		(2,970,289	)		(1,590	)

Weighted average shares outstanding of Class A common stock		10,330,000			-			10,330,000			-
Basic and diluted net income per stock, Class A		(0.43	)		(0.00	)		(0.23	)		(0.00	)
Weighted average shares outstanding of Class B common stock		2,500,000			2,875,000			2,500,000			2,875,000
Basic and diluted net income per stock, Class B		(0.43	)		(0.00	)		(0.23	)		(0.00	)

The accompanying notes are an integral part of the unaudited financial statements

VISTAS MEDIA ACQUISITION COMPANY INC

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Restated)

	Common Stock						Additional Paid In			Accumulated			Total Stockholder’s
	Shares			Amount			Capital			Deficit			Equity
Balance at Inception March 27, 2020		-			-			-			-			-

Issuance of common stock to sponsor		2,875,000			288			24,712			-			25,000

Net loss for the period		-			-			-			(1,590	)		(1,590	)

Balance at June 30, 2020		2,875,000			288			24,712			(1,590	)		23,410

Sale of 10,000,000 Units, net of underwriting discount and offering expenses and warrant fair value		10,000,000			1,000			86,058,394			-			86,059,394

Private placement		220,000			22			2,199,978			-			2,200,000

Issuance of shares to underwriters		110,000			11			1,099,989			-			1,100,000

Net Income for the period		-			-			-			943,227			943,227

Shares forfeited		(375,000	)		(38	)		38			-			-

Common stock subject to redemption		(10,000,000	)		(1,000	)		(89,383,111	)		(10,615,889	)		(100,000,000	)

Balance at December 31, 2020		2,830,000			283			-			(9,674,252	)		(9,673,969	)

Net loss for the period		-			-			-			(2,970,289	)		(2,970,289	)

Balance at June 30, 2021		2,830,000			283			-			(12,644,541	)		(12,644,258	)

The accompanying notes are an integral part of the unaudited financial statements

VISTAS MEDIA ACQUISITION COMPANY INC

STATEMENT OF CASH FLOWS

(Unaudited)

(Restated)

	For the Six Months Ended June 30, 2021			From Inception (March 27, 2020) through June 30, 2020
Cash Flows from Operating Activities:
Net Loss	$	(2,970,289	)	$	(1,590	)
Change in fair value of warrant liabilities		2,547,970			-
Interest earned on marketable securities held in trust account		(15,465	)		-
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating liability:
Change in accounts payable		(23,000	)		1,500
Net Cash used in Operating Activities		(460,784	)		(90	)

Cash Flows from Investing Activities:
Net Cash used in Investing Activities		-			-

Cash flows from Financing Activities
Proceeds of loan from sponsor		-			57,478
Proceeds from issuance of common stock to sponsor		-			25,000
Increase in deferred offering cost		-			(33,838	)
Net Cash Provided by Financing Activities		-			48,640

Net increase in cash		(460,784	)		48,550
Cash and cash equivalents at beginning of period		709,879			-
Cash and cash equivalents at end of period	$	249,095		$	48,550

The accompanying notes are an integral part of the unaudited financial statements

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. Description of Organization and Business Operations

Vistas Media Acquisition Company Inc. (the “Company”) was incorporated in Delaware on March 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies that are positioned to benefit directly from the growth of digitally available content. While the Company’s efforts to identify a target will not be limited to any particular media and entertainment segment or geography, it intends to focus its search on content, film, post -production and/or visual effects facilities, animation, streaming, augmented and virtual reality, music, digital media, gaming and e-sports. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company’s sponsor is Vistas Media Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

As of ~~September~~June 30, 2021, the Company had not yet commenced any operations. All activity for the period from March 27, 2020 (inception) through ~~September~~June 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company anticipates it will generate income in the form of interest income from the proceeds derived from the IPO and placed in Trust Account (as defined below) as described below.

Public Offering

The Company completed the sale of 10,000,000 units (the “Units”) at an offering price of $10.00 per Unit in the Public Offering on August 11, 2020. Simultaneously with the closing of the Public Offering, the Company consummated the private placement (the “Private Placement”) of an aggregate of 295,000 private placement units (the “Private Placement Units”) and 500,000 private placement warrants (the “Private Placement Warrants”). The Sponsor purchased 220,000 Private Placement Units and I-Bankers Securities, Inc. (“I-Bankers”) purchased 75,000 Private Placement Units at a price of $10.00 per Private Placement Unit. The Sponsor also purchased 500,000 Private Placement Warrants at a price of $1.00 per Private Warrant. The sale of the 10,000,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $100,000,000, less underwriting commissions of $1,750,000 (1.75% of the gross proceeds of the Public Offering) and other offering costs of $593,806. The Private Placement Units and Private Placement Warrants generated $3,450,000 of gross proceeds.

Each Unit consists of one (1) share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) and one (1) redeemable warrant to purchase one share of Class A Common Stock (collectively, with the Private Placement Warrants and the warrants underlying the Private Placement Units, the “Warrants”). One Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

The Company also granted the underwriters a 30-day option to purchase up to 1,500,000 additional Units at the Public Offering price less the underwriting discounts.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

The Trust Account

Upon completion of the Public Offering, $100,000,000 of proceeds were held in the Company’s trust account at UBS Financial Services Inc., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”), and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination by August 11, 2021, 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a business combination); or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination by August 11, 2021, 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a business combination) (see Note 8 ~~and Note 9)~~– subsequent events) (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”).

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.

If the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination by August 11, 2021, 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a business combination) (see Note 8 ~~and Note 9)~~– subsequent events), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 12 months of the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a business combination). However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

As ~~discussed~~notified in the Note 8 ~~and Note 9,~~Subsequent Event, on August 10, 2021, the ~~First~~ Extension Payment was deposited by the Sponsor into the Company’s trust account to extend the August 11, 2021 deadline to November 11, ~~2021, and on~~2021. On November 09, 2021, the ~~Second~~ Extension Payment was deposited by the Sponsor into the Company’s trust account to extend the deadline once more from November 11, 2021 to February 11, 2022.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

NOTE 2. ~~Summary~~Restatement of ~~Significant Accounting Policies~~Previously Issued Financial Statements

~~Basis~~In connection with the preparation of ~~Presentation~~

~~The accompanying~~the Company’s financial statements, ~~have been prepared~~as of June 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, effective with the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ overallotment, it had improperly allocated its Class A Common stock subject to possible redemption between temporary equity and permanent equity. The Company previously determined the Class A Common stock subject to possible redemption classified as temporary equity, to be equal to the redemption value of $10.00 per Class A Common stock while also taking into consideration a redemption cannot result in ~~accordance~~net tangible assets being less than $5,000,001. Accordingly, the Company classified a portion of its Class A Common stock within permanent equity. Effective with ~~accounting principles generally accepted in~~these quarterly financial statements, Management determined that the ~~United States of America (“GAAP”)~~Class A Common stock issued during the Initial Public Offering and pursuant to the ~~rules and regulations~~exercise of the ~~SEC.~~underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.

~~Emerging Growth Company~~Therefore, management concluded that temporary equity should include all Class A Common stock subject to possible redemption, resulting in the Class A Common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A Common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A Common stock.

~~The~~In connection with the change in presentation for the Class A Common stock subject to redemption, the Company ~~is an “emerging growth company,”~~also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B Common stock. This presentation contemplates a Business Combination as ~~defined~~the most likely outcome, in ~~Section 2(a)~~which case, both classes of Common stock share pro rata in the income (loss) of the ~~Securities Act, as modified by~~Company. The changes to the ~~Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable~~earnings per share calculation is considered to ~~other public companies that are not emerging growth companies including, but not limited to, not being required to comply with~~be immaterial.

There has been no change in the ~~independent registered public accounting firm attestation requirements of Section 404~~Company’s total assets, liabilities or operating results.

The impact of the ~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation~~revision on the Company’s financial statements is reflected in ~~its periodic reports and proxy statements, and exemptions from~~ the ~~requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~following table:

	As Previously						As
Balance Sheet as of June 30, 2021	Reported			Adjustment			Revised
Class A ordinary shares subject to possible redemption	$	82,355,742		$	17,644,258		$	100,000,000

Class A Common Stock	$	209		$	(176	)		33
Class B Common Stock	$	250			-		$	250
Additional paid-in capital	$	7,028,195		$	(7,028,195	)		-
Accumulated deficit	$	(2,028,653	)	$	(10,615,887	)	$	(12,644,540	)
Total Stockholders’ Equity (Deficit)	$	5,000,001		$	(17,644,258	)	$	(12,644,258	)

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Fair Value of Financial Instruments~~

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

~~Use of Estimates~~

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Net Income Per Common Share~~

Net income per share is computed by dividing net income by the weighted average number of Common Stock outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~Income Taxes~~

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Recent Accounting Pronouncements~~

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~Warrant Liability~~

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants (and the Public Warrants for periods where no observable traded price was available) are valued using a Modified Black Scholes Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

~~Class A Common Stock Subject to Possible Redemption~~

The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Common Stock are classified as shareholders’ equity. The Company’s Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit.

~~At September 30, 2021 and December 31, 2020, the Class A Common Stock reflected in the condensed consolidated balance sheets are reconciled in the following table:~~

~~Gross proceeds~~	~~100,000,000~~
~~Less:~~
~~Proceeds allocated to Public Warrants~~	~~(10,400,000~~	)
~~Class A common stock issuance costs~~	~~(3,779,806~~	)
~~Plus:~~
~~Accretion of carrying value to redemption value~~	~~14,179,806~~
~~Class A common stock subject to possible redemption~~	~~100,000,000~~

NOTE 3. ~~RESTAEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS~~Summary of Significant Accounting Policies

InBasis of Presentation

The accompanying financial statements have been prepared in accordance with ~~ASC 480-10-S99, redemption provisions not solely within~~accounting principles generally accepted in the ~~control~~United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company ~~require common stock subject to redemption to be classified outside of permanent equity.~~

The Company ~~had previously classified a portion~~is an “emerging growth company,” as defined in Section 2(a) of the ~~Class A common~~Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Use of Estimates

Net Loss Per Common stock ~~in permanent equity. Although~~

Net loss per share is computed by dividing net loss by the weighted average number of Common stock outstanding during the period. At June 30, 2021, the Company did not ~~specify a maximum redemption threshold, its charter provides~~have any dilutive securities and other contracts that ~~currently,~~could, potentially, be exercised or converted into Common stock and then share in the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the natureearnings of the ~~underlying shares~~Company. As a result, diluted loss per share is the same as ~~redeemable and thus would be required to be disclosed outside of permanent equity.~~basic loss per share for the period presented.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B common stock share pro rata in the income and losses of the Company.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

~~The impact of the revision on the Company’s financial statements is reflected in the following table:~~Income Taxes

As Previously
Balance Sheet as of December 31, 2020 Reported Adjustment As Revised
Common stock subject to possible redemption $ 85,326,031 $ 14,673,969 $ 100,000,000
Class A Common stock $ 180 $ (147 ) 33
Class B Common stock $ 250 - $ 250
Additional paid-in capital $ 4,057,934 $ (4,057,934 ) -
Accumulated deficit $ 941,637 $ (10,615,889 ) $ (9,674,252 )
Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (14,673,970 ) $ (9,673,969 )

Statement of Stockholders Equity (Deficit) for the Period of March 31, 2020 through December 31, 2020 (Audited)
Common stock subject to possible redemption $ 85,326,031 $ 14,673,969 $ 100,000,000

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

NOTE 4. Related Party Transactions

Founder Shares

On April 30, 2020, the Sponsor purchased an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.009 per share. On July 1, 2020, the Sponsor transferred 225,000 Founder Shares to PFVI, LLC for a purchase price of $1,500,000. On August 6, 2020, the Sponsor transferred an aggregate of 334,000 Founder Shares to members of its management team and 172,500 Founder Shares to certain of its affiliates.

The Founder Shares are identical to the shares of common stock included in the Units and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares and the shares of common stock underlying the Private Placement Units are subject to certain transfer restrictions, and (ii) the Sponsor has entered into a letter agreement, pursuant to which it has agreed (A) to waive its redemption rights with respect to the Founder Shares, and the shares of common stock underlying the Private Placement Units and the Public Units in connection with the completion of a

Business Combination and (B) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the shares of common stock underlying the Private Placement Units if the Company fails to complete a Business Combination within 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination) (see Note 8 ~~and Note 9).~~- subsequent events)

With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of an initial Business Combination or earlier of (B) subsequent to the Company’s initial Business Combination, (i) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Private Placements

In addition, the Sponsor purchased, pursuant to written agreements, an aggregate of 220,000 Private Placement Units at $10.00 per Private Placement Unit and 500,000 Private Placement Warrants at $1.00 per Private Placement Warrant for aggregate proceeds of $2,700,000. This purchase took place on a private placement basis simultaneously with the completion of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

Administrative Service Fee

The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. The total amounts of administrative service fees expensed for the three months and ~~nine~~six months ended ~~September~~June 30, 2021 were $30,000 and ~~$90,000,~~$60,000, respectively. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, or converted upon consummation of a Business Combination into additional Private Placement Units at a price of $10.00 per Unit (the “Working Capital Units”). As of ~~September~~June 30, 2021, no Working Capital Loans have been issued.

Extension Loans

The Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,000,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, up to an aggregate of $2,000,000. Any such payments would be made in the form of a loan. The terms of the loan in connection with the loan have not yet been negotiated. If the Company completes a Business Combination, the Company ~~will~~would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. ~~As of September 30, 2021, company has received an extension loan $1,000,000 from sponsors.~~

Registration Rights

The holders of the Founder Shares, private placement securities (and underlying securities) and units that may be issued upon conversion of working capital loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, I-Bankers may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement for the Public Offering and may not exercise its demand rights on more than one occasion.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Business Combination Marketing Agreement

The Company has engaged I-Bankers in connection with its business combination to assist it in holding meetings with stockholders to discuss the potential business combination and the target business’ attributes, introduce it to potential investors that are interested in purchasing its securities in connection with its initial business combination, assist it in obtaining stockholder approval for the business combination and assist it with its press releases and public filings in connection with the business combination. The scope of engagement excludes identifying and/or evaluating possible acquisition candidates. Pursuant to the Company’s agreement with I-Bankers, the marketing fee payable to I-Bankers will be 2.75% of the gross proceeds of the Public Offering. However, if the Company has not consummated its business combination within 12 months from the closing of the Public Offering and the Sponsor elects to extend such period to consummate a business combination by an additional three months and, pursuant to the trust agreement, deposits $1,000,000 (or up to $1,150,000 depending on the extent to which the underwriters’ over-allotment option is exercised) into the trust account, then the marketing fee payable to I-Bankers will be reduced to 1.75% of the gross proceeds of the Public Offering.

Representative’s Shares

On August 11, 2020, the Company issued an aggregate of 35,000 Representative’s Shares to the underwriters, in connection with their services as underwriters for the IPO. The underwriters have agreed not to transfer, assign, or sell any of Representative’s Shares until the completion of the Company’s initial Business Combination. In addition, the underwriters agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within the Combination Period.

Based on the IPO price of $10.00 per Unit, the fair value of the 35,000 Common ~~Stock~~shares was $350,000, which was an expense of the IPO resulting in a charge directly to stockholders’ equity upon the completion of the IPO.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of the Company in connection with the IPO, pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

Representative’s Warrants

On August 11, 2020, the Company issued an aggregate of 500,000 Representative’s Warrants, exercisable at $12.00 per share, to the underwriters in connection with their services as underwriters for the IPO. The Representative’s Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of the Company and the closing of the Company’s initial Business Combination and terminating on the fifth anniversary of such effectiveness date. The underwriters have each agreed that neither it nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date of the registration statement. The Company accounted for the 500,000 warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The fair value of Representative’s Warrants was estimated to be approximately $1,086,000 (or $2.172 per warrant) using the Black-Scholes option-pricing model. The fair value of the Representative’s Warrants granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 31.5%, (2) risk-free interest rate of 0.29%, share price at $10.00 with a strike price at $12.00 and (3) expected life of five years.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

The Representative’s Warrants and such shares purchased pursuant to the Representative’s Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The Representative’s Warrants grant to holder’s demand and “piggyback” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the Common ~~Stock~~stock issuable upon exercise of the Representative’s Warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of Common ~~Stock~~stock issuable upon exercise of the Representative’s Warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the Representative’s Warrants will not be adjusted for issuances of Common ~~Stock~~stock at a price below its exercise price.

NOTE 5. Stockholder’s Equity

Class A Common Stock—The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share.

On April 30, 2020, the Company issued 2,875,000 shares of Class B common stock, including an aggregate of up to 375,000 shares of Class B common stock that were subject to forfeiture, to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Public Offering (excluding the Private Placement Units).

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders and excluding the Private Placement Units), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September~~June 30, 2021, there were no shares of preferred stock issued or outstanding.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue-sky laws to the extent an exemption is not available.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, I-Bankers or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, I- Bankers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

The Company may call the Public Warrants for redemption:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

A. ~~in whole and not in part;~~

B. ~~at a price of $0.01 per warrant;~~

C. ~~upon a minimum of 30 days’ prior written notice of redemption; and~~

D. if, and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

If the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 6. Fair Value Instruments

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of ~~September~~June 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Level 1

Level 2

~~Level 3~~

U. S. Money Market funds

100,065,067

Public Warrants

~~101,072,860~~

11,433,000

Private Warrants

~~Public Warrants~~

1,393,420

~~7,000,000~~

~~Private Warrants~~

~~1,171,975~~

Derivative Warrant Liability

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations.

Initial Measurement and Subsequent Measurement

The Company established the initial fair value for the Warrants on August 11, 2020, the date of the closing of the Initial Public Offering. The company used a Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Warrants.

On ~~September~~June 30, 2021, the Company used NASDAQ trading price of warrants for valuing the Public Warrants and used Black-Scholes model to value the Private Warrants.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

The key inputs used into the Monte Carlo simulation and the Black-Scholes models used for warrant valuation from initial valuation till ~~September~~June 30, 2021 are detailed below:

	August 11, 2020			December 31, 2020			March 31, 2021			June 30, 2021			September 30, 2021
	(Initial Measurement)															August 11, 2020 (Initial Measurement)			December 31, 2020			March 31, 2021			June 30, 2021
Risk-free interest rate		0.39	%		0.41	%		0.99	%		1.10	%		0.94	%		0.39	%		0.41	%		0.99	%		1.10	%
Expected term (years)		5			5			5			5			5			5			5			5			5
Expected volatility		20	%		15	%		12	%		16	%		14	%		20	%		15	%		12	%		16	%
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50		$	11.50		$	11.50		$	11.50		$	11.50		$	11.50
Stock price	$	9.48		$	10.09		$	9.90		$	9.99		$	10.07		$	9.48		$	10.09		$	9.90		$	9.99
Dividend yield		-			-			-			-			-			0	%		0	%		0	%		0	%

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

The following table presents the changes in the fair value of derivative warrant liability:

Private
Warrants Public
Warrants Derivative
Warrant
Liability
Fair Value of Warrants as of December 31, 2020 1,178,450 9,100,000 10,278,450
Change in warrant valuation (310,800 ) (2,400,000 ) (2,710,800 )
Fair Value of Warrants as of March 31, 2021 867,650 6,700,000 7,567,650
Change in warrant valuation 525,770 4,733,000 5,258,770
Fair Value of Warrants as of June 30, 2021 1,393,420 11,433,000 12,826,420
Change in warrant valuation (221,445 ) (4,433,000 ) (4,654,445 )
Fair Value of Warrants as of September 30, 2021 1,171,975 7,000,000 8,171,975

	Private Warrants			Public Warrants			Derivative Warrant Liability
Fair Value of Warrants as of December 31, 2020		1,178,450			9,100,000			10,278,450
Change in warrant valuation		(310,800	)		(2,400,000	)		(2,710,800	)
Fair Value of Warrants as of March 31, 2021		867,650			6,700,000			7,567,650
Change in warrant valuation		525,770			4,733,000			5,258,770
Fair Value of Warrants as of June 30, 2021		1,393,420			11,433,000			12,826,420

NOTE 7. Merger Agreement

On March 3, 2021, Vistas Media Acquisition Company Inc. (“VMAC” or the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Anghami, a Cayman Islands exempted company (“Anghami”), Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Anghami (“Pubco”), Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Vistas Merger Sub”), and Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Anghami Merger Sub”), pursuant to which (i) the Company will merge with and into Vistas Merger Sub, with the Company surviving the merger and continuing as a subsidiary of Pubco, with each outstanding share of the Company converting into the right to receive one share of Pubco and each outstanding warrant of the Company converting into warrants to purchase shares of Pubco on the same terms (the “Vistas Merger”), and (ii) Anghami will merge with and into Anghami Merger Sub, with Anghami surviving the merger and continuing as a subsidiary of Pubco and Anghami’s shareholders receiving shares of Pubco (the “Anghami Merger”). Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Anghami and the Company will continue to exist as ~~wholly owned~~wholly-owned subsidiaries of Pubco.

The Business Combination implies an initial pro-forma enterprise valuation of the combined company of approximately $220 million. Upon the closing of the Business Combination (the “Closing”), Anghami’s shareholders will be entitled to receive either all stock consideration or a combination of cash and stock consideration with an aggregate value of $180 million.

Anghami shareholders will receive cash consideration only if the available cash (as further described below) exceeds $50,000,000, in which case the cash consideration will be calculated as the lesser of (i)(A) such available cash minus the outstanding indebtedness of Pubco for borrowed money with a maturity date of more than one year as of the Closing multiplied by (B) 0.3, or (ii) the available cash minus such indebtedness referred to in clause (i)(A) above minus $50,000,000. The available cash at Closing will be calculated by (i) adding the amount available to be released from the Company’s trust account, after taking into account redemptions by the Company’s stockholders, in addition to any cash or cash equivalents of the Company and the net proceeds of private placements of shares of the Company’s common stock to occur immediately prior to the Closing, for which the Company currently has commitments of $40 million, and (ii) subtracting transaction expenses of the Company and Anghami related to the Business Combination. Notwithstanding the foregoing, the cash consideration payable to Anghami shareholders will be reduced, and shareholders will receive a proportional increase in stock consideration at a price of $10.00 per share, by the minimum amount necessary for Pubco to satisfy the “substantiality” test of Treasury Regulation 1.367(a)-3(c)(3)(iii), but if such “substantiality” test cannot be met if the cash consideration is reduced to zero (with the proportional increase in stock consideration) then no such reduction in cash consideration will be made.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Pubco’s board of directors will consist of eleven individuals allocated among three classes, and a majority of those directors will qualify as independent directors under applicable rules of the Nasdaq Capital Market (“Nasdaq”). Immediately after the Closing, the following individuals will be designated and appointed to the Pubco board of directors: (i) three directors designated by the Company prior to the Closing, including at least two who qualify as independent directors under Nasdaq rules, with none appointed to the first class, two appointed to the second class and one appointed to the third class; (ii) six directors designated by Anghami prior to the Closing, including at least three who qualify as independent directors under Nasdaq rules, with one appointed to the first class, two appointed to the second class, and three appointed to the third class; and (iii) two directors designated by Shuaa Capital psc (“Shuaa”), both appointed to the first class and at least one of whom will qualify as an independent director under Nasdaq rules. In the event the number of directors on the board changes prior to the Closing, the rights to designate directors will be adjusted such that Anghami will retain the ability to designate a majority of the directors.

The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of the Company and Anghami and its subsidiaries prior to the closing of the Business Combination.

The closing of the Business Combination is subject to certain customary conditions, including, among other things: (i) the approval by VMAC’s stockholders of the Business Combination Agreement, the Business Combination, and certain other actions related thereto; (ii) Anghami and the Company each receiving evidence that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the Closing; (iii) VMAC having at least $40 million of cash at the closing of the Business Combination, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect to the consummation of the closing of the Business Combination and the payment of Anghami’s and VMAC’s outstanding transaction expenses as contemplated by the Business Combination Agreement; (iv) the shares of Class A common stock of Pubco to be issued in connection with the Business Combination having been approved for listing on Nasdaq subject only to official notice of issuance thereof and (v) the execution of the Sponsor Agreement Amendment and the Registration Rights Agreement.

The Business Combination Agreement may be terminated by VMAC or Anghami under certain circumstances, including, among others, (i) by written consent of VMAC and Anghami, (ii) by either VMAC or Anghami if the closing of the Business Combination has not occurred on or before December 31, 2021, and (iii) by VMAC or Anghami if VMAC has not obtained the required approval of its stockholders.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business

Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about VMAC, Anghami or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Sponsor Agreement

In connection with the Company’s entrance into the Business Combination Agreement, it will also enter into a Sponsor Agreement (the “Sponsor Agreement”) with Anghami, Vistas Media Sponsor, LLC (the “Sponsor”) and certain of the Company’s officers, the members of the Company’s board of directors and other holders of the Company’s common stock (the “SPAC Insiders”), pursuant to which, among other things, the SPAC Insiders will agree to vote any of the Company’s shares of common stock held by them in favor of the Business Combination and to not redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination. In addition, the SPAC Insiders will agree to not transfer (i) any of the Company’s shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), held by them for one year after the Closing, subject to certain permitted transfers and a potential early release of such restrictions as set forth therein, and (ii) any private placement warrants or any shares of Class A common stock issued or issuable upon exercise thereof until 30 days after the Closing. The Sponsor Agreement will amend and restate that certain letter agreement, dated as of August 6, 2020, between the Company and the SPAC Insiders that was entered into in connection with the Company’s initial public offering.

~~Restrictive Covenant Agreements~~The foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Restrictive Covenant Agreements

In connection with the Company’s entrance into the Business Combination Agreement, it also entered into Restrictive Covenant Agreements (the “Restrictive Covenant Agreements”) pursuant to which, among other things, certain executive officers of Anghami (the “Anghami Executives”) agreed that, for a period of two years, the Anghami Executives will not (i) work for or with, own, invest in, render any service or advice to or otherwise assist (in each case, whether or not for compensation) or act as an officer, director, employee, partner or independent contractor, directly or indirectly, for any competing music streaming business in several countries in the Middle East and North Africa region and (ii) solicit, hire, induce, encourage or attempt to solicit, hire, induce or encourage any employee of Pubco, Vistas, the Company or its subsidiaries to leave the employ of such entity.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~Subscription~~The foregoing description of the Restrictive Covenant Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Restrictive Covenant Agreements, the form of which is filed as Exhibit 10.2 hereto and are incorporated by reference herein.

Subscription Agreements

The Company and Pubco entered into subscription agreements (the “Subscription Agreements”), each dated as of March 3, 2021, with (i) Shuaa and (ii) Vistas Media Capital Pte. Ltd. (“Vistas Media Capital”), the parent of the Sponsor, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 4,000,000 shares of the Company’s Class A common stock for $10 per share, 3,000,000 of which will be issued to Shuaa and 1,000,000 of which will be issued to Vistas Media Capital.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, the form of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.

Amended and Restated Registration Rights Agreement

In connection with the Company’s entrance into the Business Combination Agreement, it will also enter into an Amended and Restated Registration Rights Agreement (the “A&R RRA”) with Pubco, the Sponsor, I-Bankers Securities Inc. (“I-Bankers”), the Company’s directors and officers, the SPAC Insiders and certain of Anghami’s shareholders, which, among other things, will amend and restate the registration rights agreement entered into by and among the Company, the Company’s initial directors, officers, the SPAC Insiders, I-Bankers and the Sponsor at the time of the Company’s initial public offering. Pursuant to the terms of the A&R RRA, among other things, Pubco will provide the parties to the A&R RRA certain demand, piggyback and shelf registration rights.

~~Lock-Up~~The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated by reference herein.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

Lock-Up Agreement

In connection with the Company’s entrance into the Business Combination Agreement, Pubco will also enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain of Anghami’s shareholders, pursuant to which, among other things, such shareholders will agree to not transfer any shares of Anghami held by them prior to 6 months after the Closing, subject to certain permitted transfers and a potential early release of such restrictions as set forth therein.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~NOTE 8. Promissory Note~~

~~On August 10, 2021, an aggregate of $1,000,000 (the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company (“Sponsor”), into the trust account~~The foregoing description of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to November 11, 2021 (the “Extension”). The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.

~~The Sponsor loaned the Extension Payment to the Company in order to support the Extension and caused the Extension Payment~~Lock-Up Agreements does not purport to be ~~deposited~~complete and is qualified in its entirety by the Company’s trust account for its public stockholders. In connection with the Extension Payment, the Company issued to Sponsor an unsecured promissory note (the “Note”) having a principal amount equal to the amountterms and conditions of the ~~Extension Payment. The Note bears no interest~~form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.5 hereto and ~~will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination~~ is ~~consummated and (ii) the date of the liquidation of the Company.~~

~~The following events constitute events of default under the Note:~~

~~Failure to make the required payments under the Note when due;~~

~~The voluntary liquidation of the Company; and~~

~~The involuntary bankruptcy of the Company~~

~~The Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.~~incorporated by reference herein.

NOTE 9.8. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below or in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On July 15, 2021, the Company entered into an agreement (the “Truist Agreement”) with Truist Securities, Inc. (“Truist”), pursuant to which Truist shall act (i) as placement agent in connection with the Company’s proposed issuance, offering and sale of private placement securities (the “PIPE Offering”) in connection with a potential business combination between the Company and Anghami and (ii) as capital markets advisor in connection with the potential business combination. As compensation for Truist’s services, the Company agreed to pay Truist (i) a placement fee equal to 6.0% of the gross proceeds raised in the PIPE Offering (the “Placement Fee”), payable at closing and (ii) an advisory fee equal to $750,000 (the “Advisory Fee”), payable upon the closing of a business combination and creditable against the Placement Fee. Truist also received a 36-month right of first refusal, commencing on the expiration or termination of Truist’s services under the Truist Agreement (other than a termination for cause), (i) to act as lead managing underwriter, lead initial purchaser or lead placement agent for any financing involving debt or equity securities of the Company and as lead arranger of any syndicated loan financing undertaken on behalf of the Company or any of its affiliates (in each case acting as sole or joint active book runner with lead left placement and entitled to at least 50% of the aggregate economics payable to the underwriters, initial purchasers, placement agents or arrangers in the applicable transaction), (ii) exclusive financial advisor to the Company or its applicable affiliates in the event of any acquisition of a business (other than a business combination) by the Company or any of its affiliates, (iii) financial advisor to the Company or its applicable affiliate in the event of any significant disposition, sale, merger or other extraCommon corporate transaction (other than a business combination) involving the Company or any its affiliates or any of its or their assets, securities or businesses, whether by way of purchase or sale of securities or assets, merger, consolidation, reorganization, recapitalization, spin-off, split-off or otherwise.

On August 10, 2021, an aggregate of $1,000,000 (the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company (“Sponsor”), into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to November 11, 2021 (the “Extension”). The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.

The Sponsor loaned the Extension Payment to the Company in order to support the Extension and caused the Extension Payment to be deposited in the Company’s trust account for its public stockholders. In connection with the Extension Payment, the Company issued to Sponsor an unsecured promissory note (the “Note”) having a principal amount equal to the amount of the Extension Payment. The Note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.

VISTAS MEDIA ACQUISITION COMPANY INC.

NOTES TO FINANCIAL STATEMENTS

The following events constitute events of default under the Note:

Failure to make the required payments under the Note when due;

The voluntary liquidation of the Company; and

The involuntary bankruptcy of the Company

The Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

October 13, 2021, Anghami publicly filed a Registration Statement on Form F-4, including a preliminary proxy statement/prospectus, with the SEC.

~~VISTAS MEDIA ACQUISITION COMPANY INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

On November 09, 2021, an aggregate of $1,000,000 (the “Second Extension Payment”) was deposited by the Sponsor into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to February 11, 2022 (the “Second Extension”). The Second Extension is the second of two three-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.

The Sponsor loaned the Second Extension Payment to the Company in order to support the Second Extension and caused the Second Extension Payment to be deposited in the Company’s trust account for its public stockholders. In connection with the First Extension Payment, the Company issued to Sponsor an unsecured promissory note (the “Second Note”) having a principal amount equal to the amount of the Second Extension Payment. The Second Note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.

~~The following events constitute events of default under the Second Note:~~

~~Failure to make the required payments under the Note when due.~~

~~The voluntary liquidation of the Company; and~~

~~The involuntary bankruptcy of the Company~~

~~The Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report.

Overview

We are a blank check company incorporated on March 27, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We consummated our Public Offering (as defined below) on August 11, 2020 and are currently in the process of locating suitable targets for our business combination. We intend to use the cash proceeds from our Public Offering and the Private Placement described below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business Combination.

We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Recent Developments

On March 3, 2021, the Company entered into the Business Combination Agreement, pursuant to which (i) the Company will merge with and into Vistas Merger Sub, with the Company surviving the merger and continuing as a subsidiary of Pubco, with each outstanding share of the Company converting into the right to receive one share of Pubco and each outstanding warrant of the Company converting into warrants to purchase shares of Pubco on the same terms (the “Vistas Merger”), and (ii) Anghami will merge with and into Anghami Merger Sub, with Anghami surviving the merger and continuing as a subsidiary of Pubco and Anghami’s shareholders receiving shares of Pubco (the “Anghami Merger”). Upon consummation of the Business Combination, Anghami and the Company will continue to exist as wholly-owned subsidiaries of Pubco.

The stock consideration payable to Anghami’s shareholders will be an amount of shares of Pubco equal to (a) $180 million in enterprise value minus the cash consideration paid to such shareholders (if any), divided by (b) $10.00. Anghami shareholders will receive cash consideration only if the available cash (as further described below) exceeds $50,000,000, in which case the cash consideration will be calculated as the lesser of (i)(A) such available cash minus the outstanding indebtedness of Pubco for borrowed money with a maturity date of more than one year as of the Closing multiplied by (B) 0.3, or (ii) the available cash minus such indebtedness referred to in clause (i)(A) above minus $50,000,000. The available cash at Closing will be calculated by (i) adding the amount available to be released from the Company’s trust account, after taking into account redemptions by the Company’s stockholders, in addition to any cash or cash equivalents of the Company and the net proceeds of private placements of shares of the Company’s common stock to occur immediately prior to the Closing, for which the Company currently has commitments of $40 million, and (ii) subtracting transaction expenses of the Company and Anghami related to the Business Combination. Notwithstanding the foregoing, the cash consideration payable to Anghami shareholders will be reduced, and shareholders will receive a proportional increase in stock consideration at a price of $10.00 per share, by the minimum amount necessary for Pubco to satisfy the “substantiality” test of Treasury Regulation 1.367(a)-3(c)(3)(iii), but if such “substantiality” test cannot be met if the cash consideration is reduced to zero (with the proportional increase in stock consideration) then no such reduction in cash consideration will be made.

On August 10, 2021, an aggregate of $1,000,000 (the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company ~~(the “Sponsor”~~(“Sponsor”), into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to November 11, 2021 (the ~~” Extension”~~“Extension”). The Extension is the first of up to two three-month extensions permitted under the Company’s governing documents ~~and. On November 9, 2021, an aggregate of $1,000,000 (the “Second Extension Payment”,~~ and together with the Extension Payment, the “Extension Payments”) was deposited by the Sponsor, into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to February 11, 2022 (the ” Second Extension”, and together with the Extension, the “Extensions”). The Extensions provideprovides the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.

The Sponsor loaned the Extension ~~Payments~~Payment to the Company in order to support the ~~Extensions~~Extension and caused the Extension ~~Payments~~Payment to be deposited in the Company’s trust account for its public stockholders. In connection with the Extension ~~Payments,~~Payment, the Company issued to Sponsor ~~two~~an unsecured promissory note ~~(each a~~(the “Note” ~~and collectively, the “Notes”~~) ~~each~~ having a principal amount equal to the amount of the ~~respective~~ Extension ~~Payment to which the~~Payment. The Note ~~was issued in connection with. The Notes~~ bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.

The following events constitute events of default under the ~~Notes:~~Note:

Failure to make the required payments under the ~~Notes~~Note when due;

The voluntary liquidation of the Company; and

The involuntary bankruptcy of the Company

The ~~Notes were~~Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

As a result of the SEC staff’s recent communications with certain independent registered public accounting firms regarding the classification of the stockholders’ equity—and as described in Note 2 of the notes to the financial statements—we determined, effective with the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ overallotment, it had improperly allocated its Class A common stock subject to possible redemption between temporary equity and permanent equity. The Company previously determined the Class A common stock subject to possible redemption classified as temporary equity, to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Accordingly, the Company classified a portion of its Class A common stock within permanent equity. Effective with these quarterly financial statements, Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The changes to the earnings per share calculation is considered to be immaterial.

Results of Operations and Known Trends or Future Events

We have neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to the Company’s formation and the Public Offering. We expect to generate non-operating income in the form of interest income on cash, cash equivalents, and marketable securities that will be held in the Trust Account (as defined below). We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses as we locate a suitable Business Combination.

For the quarter ended ~~September~~June 30, 2021, we had a net loss of ~~$4,448,550.~~$5,484,514.

Liquidity and Capital Resources

As of ~~September~~June 30, 2021, we had ~~$38,408~~$249,095 of cash and cash equivalents.

On August 11, 2020, we consummated a $100,000,000 initial public offering (the “Public Offering”) consisting of 10,000,000 units at a price of $10.00 per unit (“Unit”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (the “Class A Common Stock”), and one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Public Offering, we consummated an approximately $3,450,000 private placement (“Private Placement”) of an aggregate of 295,000 private placement units (the “Private Placement Units”) and 500,000 private placement warrants (the “Private Placement Warrants”). Upon closing of the Public Offering and the Private Placement on August 11, 2020, $100,000,000 in proceeds from the Public Offering was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding the marketing fee payable to I-Bankers) to complete our initial business combination. We may withdraw interest to pay our taxes. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from this offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amount held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Further, the Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company ~~will~~would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, or converted upon consummation of a Business Combination into additional Private Placement Units at a price of $10.00 per Unit (the “Working Capital Units”). As of ~~September~~June 30, 2021, no Working Capital Loans have been issued.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangement as of June 30, 2021.

~~Off-Balance Sheet Arrangements~~Contractual Obligations

~~We did not have any off-balance sheet arrangement as of September 30, 2021.~~

~~Contractual Obligations~~

As of ~~September~~June 30, 2021, we did not have any long-term debt, capital or operating lease obligations.

We entered into an administrative services agreement pursuant to which the Company will pay the Sponsor for office space and secretarial and administrative services provided to members of the Company’s management team, in an amount not to exceed $10,000 per month.

We have engaged I-Bankers as an advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business Combination with one or more businesses or entities. ~~Pursuant~~We will pay I-Bankers for such services a fee equal to ~~the Company’s agreement with I-Bankers, the marketing fee payable to I-Bankers will be~~ 2.75% of the gross proceeds of the Public Offering. However, if the Company has not consummated its business combination within 12 months from the closing of the Public Offering and the Sponsor elects to extend such period to consummate a business combination by an additional three months and, pursuant to the trust agreement, deposits $1,000,000 (or up to $1,150,000 depending on the extent to which the underwriters’ over-allotment option is exercised) into the trust account, then the marketing fee payable to I-Bankers will be reduced to 1.75% of the gross proceeds of the Public Offering. Due to the Extensions, the marketing fee payable to I-Bankers will be reduced to 1.75%.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed financial statements and accompanying notes. Actual results could differ from those estimates. We have not identified any critical accounting policies.

Recent Accounting Standards

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed~~

Item 4. Controls and Procedures.

~~On April 12, 2021,~~Disclosure controls are procedures that are designed with the ~~staff at~~objective of ensuring that information required to be disclosed in our reports filed under the ~~Securities~~Exchange Act is recorded, processed, summarized, and Exchange Commission (the “SEC”) issued a statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Inreported within the ~~SEC Statement, the SEC staff noted that certain provisions~~time period specified in the typical SPAC warrant agreement may require that the warrants be classified as a liability measured at fair value, with changes in fair value reported each period in earnings, as compared to the historical treatment of the warrants as equity, which has been the practice of most SPACs, including us. We had previously classified our private placement warrantsSEC’s rules and ~~public warrants as equity (for a full description of our private placement warrants and public warrants, refer to the registration statement on Form S-1 (File No. 333- 239819), filed in connection~~forms. Disclosure controls are also designed with the ~~Company’s initial public offering, declared effective by~~objective of ensuring that such information is accumulated and communicated to our management, including the ~~SEC on August 6, 2020).~~

~~After considering the SEC Statement, we concluded that there were misstatements in our~~chief executive officer and chief financial ~~statements that were filed prior~~officer, as appropriate to this Form 10Q. Based on the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, we concluded that provisions in the warrant agreement preclude the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants should have been recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Further, ASC 815 requires that upfront costs and fees related to items for which the fair value option is elected (our warrant liabilities) should have been recognized as expense as incurred.

As a result of the misstatements in our previously filed financial statements, we filed a Form 10-K/A with the SEC on May 24, 2021 to amend and restate our financial statements and related footnote disclosures as of December 31, 2020 and for the period from March 27, 2020 (inception) to December 31, 2020.

~~Evaluation of Disclosure Controls and Procedures~~

allow timely decisions regarding required disclosure. In connection with this Amendment, management reevaluated, with the ~~restatement,~~participation of our ~~management reassessed~~current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of ~~September~~June 30, ~~2021. As a result of~~2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that ~~reassessment~~evaluation and in light of the SEC Statement and SEC informed guidance, our ~~management determined~~Certifying Officers concluded that, as of June 30, 2021, our disclosure controls and procedures ~~as of September 30, 2021~~ were not effective, ~~solely~~ as ~~a result~~the circumstances that led to the restatement of ~~its classification of the warrants as components of equity instead of as derivative liabilities.~~our financial statements described in this Amendment had not yet been identified. Due ~~solely~~ to the events that led to our restatement of our ~~previously filed~~ financial statements, management has made changes in internal controls related to the accounting for warrants issued in connection with our initial public ~~offering.~~offering, as described in Note 2 to the Notes to Financial Statements entitled “Restatement of Previously Issued Financial Statements.” In light of the material ~~weakness~~weaknesses that we identified, we performed additional analysis as deemed necessary to ensure that our financial statements ~~for the three months ended September 30, 2021,~~ were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form ~~10-Q~~10-Q/A present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

~~Changes in Internal Control over Financial Reporting~~

~~There were~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no ~~changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)~~matter how well conceived and ~~15d-15(f) under~~operated, can provide only reasonable, not absolute, assurance that the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our previously filed financial statements described above had not yet been identified. In lightobjectives of the ~~restatement~~disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the ~~previously filed financial statements,~~inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we ~~plan to enhance~~have detected all our ~~processes to identify~~control deficiencies and ~~appropriately apply applicable accounting requirements to better evaluate~~instances of fraud, if any. The design of disclosure controls and ~~understand~~procedures also is based partly on certain assumptions about the ~~nuances~~likelihood of ~~the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials~~future events, and ~~documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan~~there can ~~only~~ be ~~accomplished over time, and we can offer~~ no assurance that ~~these initiatives~~any design will ~~ultimately have the intended effects.~~succeed in achieving its stated goals under all potential future conditions.

PART II—OTHER INFORMATION

~~Item 1. Legal Proceedings.~~

~~None.~~

~~Item 1A. Risk Factors.~~

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021, as amended by our Form 10-K/A filed with the SEC on May 24, 2021.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~

~~Unregistered Sales of Equity Securities~~

Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 500,000 Private Placement Warrants to Vistas Media Sponsor, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant. Pursuant to the Private Placement Units Purchase Agreements, the Sponsor purchased 220,000 Private Placement Units and I-Bankers Securities, Inc. (“I-Bankers”) purchased 75,000 Private Placement Units at a price of $10.00 per Private Placement Unit. The Private Placement Units and Private Placement Warrants generated gross proceeds to the Company of approximately $3,450,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder, (2) sold in reliance on an exemption therefrom or (3) except as otherwise permitted pursuant to the Insider Letter. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On August 10, 2021, an aggregate of $1,000,000 (the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to November 11, 2021 (the “Extension”). The Extension was is first of up to two three-month extensions permitted under the Company’s governing documents and. On November 9, 2021, an aggregate of $1,000,000 (the “Second Extension Payment”, and together with the Extension Payment, the “Extension Payments”) was deposited by the Sponsor, into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Initial Business Combination by three months to February 11, 2022 (the ” Second Extension”, and together with the Extension, the “Extensions”). The Extensions provide the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.

The Sponsor loaned the Extension Payments to the Company in order to support the Extensions and caused the Extension Payments to be deposited in the Company’s trust account for its public stockholders. In connection with the Extension Payments, the Company issued to Sponsor two unsecured promissory note (each a “Note” and collectively, the “Notes”) each having a principal amount equal to the amount of the respective Extension Payment to which the Note was issued in connection with. The Notes bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.

~~The following events constitute events of default under the Notes:~~

~~Failure to make the required payments under the Notes when due;~~

~~The voluntary liquidation of the Company; and~~

~~The involuntary bankruptcy of the Company~~

~~The Notes were issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.~~

~~Use of Proceeds~~

On August 11, 2020, we consummated the Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A Common Stock and one redeemable Warrant. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Warrants will become exercisable on the later of 30 days after the completion of our initial Business Combination and 12 months from the closing of the Public Offering and will expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Subject to certain terms and conditions, we may redeem the warrants for cash once the warrants become exercisable.

The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $100,000,000. I-Bankers was representative of the several underwriters. The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-239819). The SEC declared the registration statement effective on August 6, 2020.

We paid a total of $1,750,000 in underwriting discounts and commissions and $700,000 for other costs and expenses related to the Public Offering. I-Bankers, representative of the several underwriters in the Public Offering, received a portion of the underwriting discounts and commissions related to the Public Offering. After deducting the underwriting discounts and commissions and incurred offering costs, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants was $101,000,000, of which $100,000,000 (or $10.00 per unit sold in the Public Offering) was placed in the Trust Account. Other than as described above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.

~~Item 3. Defaults Upon Senior Securities.~~

~~None.~~

~~Item 4. Mine Safety Disclosures.~~

~~Not applicable.~~

~~Item 5. Other Information.~~

~~None.~~

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Index

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance ~~Document.~~Document
~~101.SCH~~
101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document.~~Document
~~101.CAL~~
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document.~~Document
~~101.DEF~~
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document.~~Document
~~101.LAB~~
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase ~~Document.~~Document
~~101.PRE~~
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document.~~Document
~~104~~
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISTAS MEDIA ACQUISITION COMPANY INC.

Date: ~~November 24, 2021~~January 14, 2022	By:	/s/ F. Jacob Cherian
		Name:	F. Jacob Cherian
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Date: January 14, 2022	By:	/s/ Nagarajan Venkatesan
		Name:	Nagarajan Venkatesan
		Title:	Chief Financial Officer
			(Principal Financial ~~and Accounting~~ Officer)

iso4217:USD xbrli:shares

	For the Three Months Ended						For the Nine Months			From Inception March 27, 2020 to
	September 30, 2021			September 30, 2020 (Restated)			Ended September 30, 2021			September 30, 2020 (Restated)

Revenues	$	-		$	-		$	-		$	-

Operating Expenses
General and administrative expenses		213,687			314,875			651,470			316,465
Total Operating Expenses		213,687			314,875			651,470			316,465

Net Loss from Operations		(213,687	)		(314,875	)		(651,470	)		(316,465	)

Other Income
Interest income		7,792			16,585			23,257			16,585
Change in fair value of warrant liabilities		4,654,445			9,036,000			2,106,475			9,036,000
Total other Income		4,662,237			9,052,585			2,129,732			9,052,585

Net Income		4,448,550			8,737,710			1,478,262			8,736,120

Weighted average shares outstanding of Class A common stock		10,330,000			5,789,341			10,330,000			2,817,273
Basic and diluted net income per stock, Class A		0.35			1.05			0.12			1.64
Weighted average shares outstanding of Class B common stock		2,500,000			2,500,000			2,500,000			2,500,000
Basic and diluted net income per stock, Class B		0.35			1.05			0.12			1.64

	Common Stock				Additional Paid		Accumulated			Total Stockholder’s
	Shares		Amount		In Capital		Deficit			Deficit
Balance – January 1, 2021 (As Restated)		2,830,000		283		-		(9,674,252	)		(9,673,969	)
Net income		-		-		-		2,514,225			2,514,225
Balance - March 31, 2021 (As Restated)		2,830,000		283		-		(7,160,027	)		(7,159,744	)
Net loss		-		-		-		(5,484,514	)		(5,484,514	)
Balance - June 30, 2021 (As Restated)		2,830,000		283		-		(12,644,541	)		(12,644,258	)
Net income		-		-		-		4,448,550			4,448,550
Balance at September 30, 2021		2,830,000		283		-		(8,195,991	)		(8,195,708	)

	For the Nine Months Ended September 30, 2021			From Inception March 27, 2020 to September 30, 2020 (Restated)
Cash Flows from Operating Activities:

Net Income	$	1,478,262		$	8,736,120
Change in fair value of warrant liabilities		(2,106,475	)		(9,036,000	)
Interest earned on marketable securities held in trust account		(23,257	)		(16,584	)
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating liability:
Change in accounts payable		(20,000	)		1,000
Net Cash used in Operating Activities		(671,472	)		(315,464	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(1,000,000	)		(100,000,000	)
Net Cash used in Investing Activities		(1,000,000	)		(100,000,000	)

Cash flows from Financing Activities
Gross proceeds from sale of Units, net of commissions		-			99,000,000
Proceeds from issuance of common stock to sponsor		-			25,000
Proceeds from sale of Private Units		-			2,700,000
Proceeds from note payable - related party, net		-			384,978
Repayment of note payable - related party, net		-			(353,500	)
Payment of offering cost		-			(593,806	)
Proceeds of loan from sponsor		1,000,000			-
Net Cash Provided by Financing Activities		1,000,000			101,162,672

Net increase in cash		(671,472	)		847,208
Cash and cash equivalents at beginning of period		709,879			-
Cash and cash equivalents at end of period	$	38,408		$	847,208

	As Previously
Balance Sheet as of December 31, 2020	Reported		Adjustment			As Revised
Common stock subject to possible redemption	$	85,326,031	$	14,673,969		$	100,000,000
Class A Common stock	$	180		$ (147	)		33
Class B Common stock	$	250		-		$	250
Additional paid-in capital	$	4,057,934	$	(4,057,934	)		-
Accumulated deficit	$	941,637	$	(10,615,889	)	$	(9,674,252	)
Total Stockholders’ Equity (Deficit)	$	5,000,001	$	(14,673,970	)	$	(9,673,969	)

Statement of Stockholders Equity (Deficit) for the Period of March 31, 2020 through December 31, 2020 (Audited)
Common stock subject to possible redemption	$	85,326,031	$	14,673,969		$	100,000,000