Anghami Inc 2026年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Commission file number: 001-41263 ANGHAMI INC.(Exact name of Registrant as specified in its charter) Cayman Islands(Jurisdiction of incorporation or organization) 16th Floor, Al-Khatem TowerAbu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi,United Arab Emirates(Address of principal executive offices) Securities registered or to be registered pursuant to Section12(b) of the Act Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of businesscovered by this annual report. Outstanding as of December 31, 2025: 9,064,808 Ordinary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of RegulationS-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2ofthe Exchange Act. Acceleratedfiler☐Emerginggrowthcompany☐ Largeacceleratedfiler☐ Non-acceleratedfiler☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards †provided pursuant to Section13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: Other☐ International Financial Reporting Standards as issuedby the International Accounting Standards Board If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the ExchangeAct). Yes☐No☒ TABLE OF CONTENTS PagePART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY41ITEM 4A.UNRESOLVED STAFF COMMENTS61ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS61ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES76ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS83ITEM 8.FINANCIAL INFORMATION85ITEM 9.THE OFFER AND LISTING86ITEM 10.ADDITIONAL INFORMATION86ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK100ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES101PART II102ITEM 13DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES102ITEM 14MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS102ITEM 15CONTROLS AND PROCEDURES102ITEM 16[RESERVED]104ITEM 16AAUDIT COMMITTEE FINANCIAL EXPERT104ITEM 16BCODE OF