8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2023

OneSpaWorld Holdings Limited

(Exact Name of Registrant as Specified in Charter)

Commonwealth of The Bahamas	001-38843	Not Applicable
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
Harry B. Sands, Lobosky Management Co. Ltd.<br> <br>Office Number 2<br> <br>Pineapple Business Park<br> <br>Airport Industrial Business Park 11<br> <br>P.O. Box N-624<br> <br>Nassau Island of New Providence, Commonwealth of The Bahamas	Not Applicable
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(Address of Principal Executive Offices)	(Zip Code)

(242) 322-2670

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbols	Name of each exchange<br> <br>on which registered
Common Shares, par value $0.0001 per share	OSW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 1.01	Entry into Material Definitive Agreement.

On March 13, 2023, OneSpaWorld Holdings Limited (the “Company”) previously announced that it had entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Public Warrant Holders”) of the Company’s public warrants (the “Public Warrants”), pursuant to which such Public Warrant Holders agreed to exchange an aggregate of 9,917,150 Public Warrants for common shares of the Company, par value $0.0001 per share (the “Common Shares”).

Between March 13 and March 15, 2023, the Company received unsolicited offers to exchange (i) 5,259,674 additional Public Warrants from certain holders of its Public Warrants and (ii) 928,003 private warrants exercisable for Common Shares for $11.50 per share (the “Private Warrants”) from certain non-affiliates for Common Shares and has entered into additional privately negotiated Exchange Agreements with such holders, which contain terms substantially similar to the terms set forth in the form of Exchange Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 13, 2023.

The Company also received unsolicited offers from and entered into Exchange Agreements with certain directors and other affiliated holders of the Company with respect to 2,515,906 Private Warrants, which will be exchanged at a fixed exchange ratio of 0.175 Common Shares per Private Warrant. Such ratio reflects a price per warrant of $1.62 (representing a 10% discount to the price per warrant used in the exchange ratio for the Public Warrants and non-affiliate holders of Private Warrants) and a price of $10.74 per Common Share. Affiliated holders of Private Warrants also agreed not to transfer Common Shares issuable upon such exchange for a period of 60 days commencing on March 14, 2023. The Exchange Agreements executed in connection with such exchanges contain terms substantially similar to the terms set forth in the form of Exchange Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 13, 2023, other than those terms relating to the exchange ratio and the addition of the above-described transfer restrictions.

Following the closing of the above described transactions, together with those transactions reported on March 13, 2023, the Company will have exchanged an aggregate of 15,176,824 Public Warrants (or 94% of the outstanding Public Warrants) and 3,443,909 Private Warrants (or 43% of the outstanding Private Warrants).

The closing of the exchange of the Public Warrants and the Private Warrants for Common Shares is expected to occur on April 25, 2023, and is subject to customary closing conditions.

Item 3.02	Unregistered Sales of Equity Securities.

The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Public Warrants and Private Warrants is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 8.01	Other Events.

On March 14, 2023, the Company issued a press release relating to the warrant exchanges. A copy of this press release is attached as Exhibit 99.1 hereto.

Item 9.01	Financing Statements and Exhibits.

(d) Exhibits.

Exhibit<br> <br>No.	Description
99.1	Press Release dated March 14, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

Dated: March 17, 2023

By:	/s/ Stephen B. Lazarus
Name:	Stephen B. Lazarus
Title:	Chief Financial Officer and Chief Operating Officer

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EX-99.1

Exhibit 99.1

OneSpaWorld Holdings Limited Announces Additional Private Warrant Exchanges

NASSAU, Bahamas—(BUSINESS WIRE)—OneSpaWorld Holdings Limited, (NASDAQ: OSW), the pre-eminent global provider of health and wellness products and services on board cruise ships and in destination resorts around the world, announced today that, in response to unsolicited offers from certain holders of its public warrants (the “Public Warrants”), it has signed additional privately negotiated warrant exchange agreements with such holders of its Public Warrants to exchange the Public Warrants for the Company’s common shares.

The exchange ratio will be the same as the exchange ratio used in the warrant exchange previously announced on March 13, 2023, and will be determined over a thirty trading day period using a volume-weighted average price measurement. These exchanges, together with the exchanges announced on March 13, 2023, are expected to close on April 25, 2023, subject to customary closing conditions. For each Public Warrant exchanged, the Company will issue a number of common shares equal to the quotient of the warrant price of $1.912 divided by the common share price of $10.74 or an initial exchange ratio of 0.178, with the maximum exchange ratio at the completion of the 30-day volume weighted average price period being no greater than 0.220.

These additional warrants being exchanged, together with the exchanges announced on March 13, 2023 will reduce the total number of outstanding Public Warrants by 78.2%, to 3,525,284 from 16,145,279.

In addition, the Company received unsolicited offers from and executed exchange agreements with unaffiliated holders of 797,088 of the Company’s private placement warrants (the “Private Warrants”), which will be exchanged at the same exchange ratio as the Public Warrants. The exchange of the Private Warrants is expected to close at the same time as the exchange of the Public Warrants.

TD Cowen served as a financial advisor to the Company in connection with the additional exchanges.

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law.

About OneSpaWorld

Headquartered in Nassau, Bahamas, OneSpaWorld is one of the largest health and wellness services companies in the world. OneSpaWorld’s distinguished health and wellness centers offer guests a comprehensive suite of premium health, wellness, fitness and beauty services, treatments, and products currently onboard 179 cruise ships and at 51 destination resorts around the world. OneSpaWorld holds the leading market position within the cruise line industry of the historically fast-growing international leisure market and has been built upon its exceptional service standards, expansive global recruitment, training and logistics platforms, irreplicable operating infrastructure, extraordinary team and a history of service and product innovation that has enhanced its guests’ personal care experiences while vacationing for over 65 years.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the impact of the COVID-19 pandemic on our business, operations, results of operations and financial condition, including liquidity for the foreseeable future; the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the SEC. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.

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Contacts

TD Cowen:

Jordan Weiner, 646-562-1211

Jordan.weiner@cowen.com

Timothy Manning, 646-616-3062

Timothy.manning@cowen.com

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