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): April 2330, 2025

OneSpaWorld Holdings Limited

(Exact name of registrant as specified in its charter)



Commonwealth of The Bahamas	001-38843	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Harry B. Sands, Lobosky Management Co. Ltd. Office Number 2 Pineapple Business Park Airport Industrial Park P.O. Box N-624 Nassau, Island of New Providence, Commonwealth of The Bahamas (Address of principal executive offices)

Tel: (242) 322-2670

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communication 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)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange
on which registered

     Common Shares, par value (U.S.)
$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 32.0302. ~~Material~~Results ~~Modification~~of toOperations ~~Rights~~and ofFinancial ~~Security Holders.~~Condition

On April 2330, 2025, ~~the Board of Directors (“Board”) of~~ OneSpaWorld Holdings Limited (the “Company”), ~~approved~~issued an ~~amendment~~earnings topress release announcing the Company’s ~~Second~~financial ~~Amended~~results ~~and Restated Articles of Association to provide~~ for the ~~declassification~~first ofquarter ~~the~~ended ~~Board~~March ~~and~~31, ~~the annual election of all directors phased in over a three-year period beginning with the~~ 2025 ~~annual meeting of shareholders (the “Articles Amendment”)~~. A ~~Certificate~~copy of ~~Amendment to~~ the ~~Second~~press ~~Amended~~release ~~and~~is ~~Restated~~attached ~~Articles~~hereto ofas ~~Association~~Exhibit ~~(the “Certificate of Amendment”), which includes the Articles Amendment, has been filed with the Registrar General of the Government of the Bahamas and became effective on April 23, 2025~~99. 1.

The ~~foregoing~~information ~~description~~in ofthis ~~the~~Item ~~Articles~~2.02, ~~Amendment~~including ~~does~~Exhibit ~~not~~99.1, ~~purport~~is intended to be ~~complete~~furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and isFinancial ~~qualified~~Condition” inand ~~its~~shall ~~entirety~~not bybe ~~reference~~deemed to“filed” ~~the~~for ~~full~~purposes ~~text~~of Section 18 of the ~~Certificate~~Securities Exchange Act of ~~Amendment~~1934, aas ~~copy~~amended (“Exchange Act”), or otherwise subject to the liabilities of ~~which~~that issection, ~~filed~~nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as ~~Exhibit~~amended, ~~3.1~~or ~~hereto~~the ~~and~~Exchange ~~incorporated~~Act, ~~herein~~except as shall be expressly set forth by specific reference in such a filing.

Item 58.~~03.~~01 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Events

On April 30, 2025, the Company also announced in its earnings press release that its Board of Directors approved a new share repurchase program (the “Repurchase Program”) to repurchase up to $75.0 million of the Company’s common shares. The ~~information~~Company ~~set~~may ~~forth~~repurchase ~~above~~the shares from time to time on the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise in compliance with applicable securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and amount of such repurchases will depend on a variety of factors, including business and market conditions. The Repurchase Program may be suspended, modified, or discontinued at any time and the Company has no obligation to repurchase any specific value or number of common shares under ~~Item~~the 3Repurchase Program.03 Further details of the Repurchase Program are discussed in the press release attached hereto as Exhibit 99.1, which is incorporated ~~herein~~ by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber		Description
3.1		Certificate of Amendment to the Second Amended and Restated Articles of Association of OneSpaWorld Holdings Limited.
99.1		Press Release issued by OneSpaWorld Holdings Limited on April 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	OneSpaWorld Holdings Limited
Date: April 28, 2025	By:	/s/ Stephen B. Lazarus
Date: April 30, 2025	By:	/s/ Stephen B. Lazarus
		Stephen B. Lazarus
		President, Chief Financial Officer, and Chief Operating Officer
		President, Chief Financial Officer and Chief Operating Officer

Filing Compare · ONESPAWORLD HOLDINGS Ltd