[8-K/A] OneSpaWorld Holdings Limited Amends Material Event Report

Rhea-AI Filing Summary

OneSpaWorld Holdings Limited (OSW) filed an amended Form 8-K (8-K/A) to correct forward-looking language contained in its 30 July 2025 earnings press release. The sole revision concerns full-year fiscal 2025 guidance. Management continues to expect total revenue to land within its prior range, reflecting high-single-digit year-over-year growth. However, the company now states that Adjusted EBITDA is projected to grow at a high-single-digit rate at the midpoint, not the mid-teens rate mistakenly cited earlier. No other financial figures, strategic initiatives or qualitative disclosures were modified. The corrected press release is furnished as Exhibit 99.1; the amendment is furnished, not filed, under the Exchange Act.

Positive

• Revenue guidance unchanged: OSW still anticipates high-single-digit top-line growth for fiscal 2025.

Negative

• Adjusted EBITDA outlook lowered: Midpoint reduced from mid-teens to high-single-digit growth, indicating softer margin expansion.

Insights

Financial Analyst

TL;DR: Guidance tweak trims profit growth expectations—minor but negative signal.

The amendment removes an overly optimistic statement and aligns management’s EBITDA outlook with more modest high-single-digit growth. While revenue expectations remain intact, the cut from «mid-teens» to «high-single-digits» implies 5-7 ppt less profit expansion, suggesting either rising cost pressure or slower operational leverage than first implied. No balance-sheet or cash-flow data were disclosed, so impact is limited to sentiment and valuation multiples tied to FY25 profitability. Overall market impact: modestly negative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 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 2.02. Results of Operations and Financial Condition

On July 30, 2025, OneSpaWorld Holdings Limited (the “Company”) furnished a Current Report on Form 8-K (the “Original Form 8-K”) that included, as Exhibit 99.1, a press release announcing its financial results for the quarter ended June 30, 2025 (the “Original Exhibit 99.1”). The Original Exhibit 99.1 incorrectly stated on page 1 that, “We expect to report fiscal 2025 Total revenues within our guidance range, reflecting high-single digit growth and we have increased our Adjusted EBITDA guidance to reflect mid-teens growth at the mid-point of our range as we benefit from the impact of our strategies to enhance our profitability as we grow.” The corrected press release attached as Exhibit 99.1 to this Current Report on Form 8-K/A replaces the quotation above with the following language: “We expect to report fiscal 2025 Total revenues within our guidance range, reflecting high-single digit growth and we have increased our Adjusted EBITDA guidance to reflect high-single digit growth at the mid-point of our range as we benefit from the impact of our strategies to enhance our profitability as we grow.”

A copy of the corrected press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A. The information contained herein, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Corrected Press Release issued by OneSpaWorld Holdings Limited on July 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: July 30, 2025	By:		/s/ Stephen B. Lazarus
			Stephen B. Lazarus
			President, Chief Financial Officer and Chief Operating Officer

FAQ

What did OneSpaWorld (OSW) correct in its Form 8-K/A?

The company replaced language in its Q2-25 press release to show high-single-digit—not mid-teens—Adjusted EBITDA growth guidance.

Did OSW change its fiscal 2025 revenue guidance?

No. The filing says fiscal 2025 total revenue is still expected to be within prior guidance, implying high-single-digit growth.

How does the new EBITDA guidance compare with the original statement?

The original cited mid-teens growth; the corrected release now projects high-single-digit growth at the midpoint.

Were any other sections of the press release or filing revised?

No—aside from the EBITDA wording, no additional changes were made to the original Form 8-K or exhibit.