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Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commonwealth of The Bahamas ( State or other jurisdiction of incorporation or organization ) For the transition period from to Commission File Number : 001-38843 OneSpa World Holdings Limited ( Exact name of registrant as specified in its charter ) 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 ) 0 Registrant's telephone number , including area code : ( 242 ) 356-0006 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) OSW Title of each class Common Shares , par value ( U.S. ) $ 0.0001 per share Not Applicable ( I.R.S. Employer Identification No. ) Not Applicable ( Zip code ) Name of each exchange on which registered The Nasdaq Capital Market Yes @ No Yes No Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S - T ( Section 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company Emerging growth company 0 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes > No The aggregate market value of the registrant's common shares held by non - affiliates was $ 255,095,708 as of June 30 , 2020 , based on the closing price of the common stock on the Nasdaq Capital Market on June 30 , 2020 , which is the last business day of the registrant's most recently completed second fiscal quarter . Shares of the registrant's common stock held by each director and executive officer and by each entity or person that , to the registrant's knowledge , owned 10 % or more of the registrant's outstanding common shares as of June 30 , 2020 have been excluded from this number in that these persons may be deemed affiliates of the registrant . This determination of affiliate status is not necessarily conclusive for other purposes . As of December 31 , 2020 , the registrant had 69,292,596 voting shares and 17,185,500 non - voting shares of common stock issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of our Proxy Statement prepared for our 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10 - K .