As previously announced, between March 13, 2023 and March 15, 2023, OneSpaWorld Holdings Limited (the “Company”) entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s public warrants (the “Public Warrants”) and certain holders of its private warrants (the “Private Warrants”), each exercisable for common shares of the Company, par value $0.0001 per share (the “Common Shares”) for $11.50 per share to exchange an aggregate of 15,286,824 Public Warrants and 3,983,909 Private Warrants for Common Shares.
On April 25, 2023, the Company closed the exchange of the Private Warrants. Certain directors and affiliates of the Company exchanged 3,055,906 Private Warrants at a fixed exchange ratio of 0.175 Common Shares per Private Warrant for an aggregate of 534,780 Common Shares, and non-affiliated holders of Private Warrants exchanged 928,003 Private Warrants at an exchange ratio of .2047 Common Shares per Private Warrant for an aggregate of 189,958 Common Shares. The exchange ratio was determined pursuant to the Exchange Agreements, and was based on the 30-day VWAP of Common Shares, ending on April 24, 2023.
On April 26, 2023, the Company closed the exchange of the Public Warrants, and holders of Public Warrants exchanged 15,286,824 Public Warrants at an exchange ratio of .2047 Common Shares per Public Warrant for an aggregate of 3,129,200 Common Shares.
As a result of the closing of the above-described transactions, the Company has exchanged an aggregate of approximately 95% of the outstanding Public Warrants and approximately 50% of the outstanding Private Warrants. Following the transaction, 83,697,994 voting shares and 13,421,914 non-voting shares of common stock are issued and outstanding.
