0000899243-19-008739.txt : 20190321 0000899243-19-008739.hdr.sgml : 20190321 20190321190024 ACCESSION NUMBER: 0000899243-19-008739 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190321 FILED AS OF DATE: 20190321 DATE AS OF CHANGE: 20190321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEYER ANDREW R CENTRAL INDEX KEY: 0001259062 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38843 FILM NUMBER: 19698074 MAIL ADDRESS: STREET 1: C/O MISTRAL EQUITY PARTNERS STREET 2: 650 FIFTH AVENUE 31ST FL CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ONESPAWORLD HOLDINGS Ltd CENTRAL INDEX KEY: 0001758488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O LENNOX PATON CORPORATE SERVICES LTD STREET 2: BLDG 3, WEST BAY STREET CITY: NASSAU STATE: C5 ZIP: N-4875 BUSINESS PHONE: 3053589002 MAIL ADDRESS: STREET 1: C/O LENNOX PATON CORPORATE SERVICES LTD STREET 2: BLDG 3, WEST BAY STREET CITY: NASSAU STATE: C5 ZIP: N-4875 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-03-21 0 0001758488 ONESPAWORLD HOLDINGS Ltd OSW 0001259062 HEYER ANDREW R 650 FIFTH AVENUE, FLOOR 10 NEW YORK NY 10019 1 0 0 0 Common Shares, par value $0.0001 per share 3000000 I See Footnote Warrant 2024-03-19 Common Shares 3408186 I See Footnote These securities are held by Haymaker Sponsor LLC (the "Sponsor"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have or share beneficial ownership of such securities. Messrs. Heyer and Heyer disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein. Pursuant to the Amended and Restated Warrant Agreement, dated as of March 19, 2019, between the issuer and Continental Stock Transfer & Trust Company, the warrants may not be exercised unless a registration statement under the Securities Act of 1933, as amended, with respect to the shares underlying the warrants is effective and a prospectus relating thereto is current. Each warrant is exercisable for one Common Share at an exercise price of $11.50 per share. Exhibit 24: Power of Attorney /s/ Inga Fyodorova, as Attorney-in-Fact for Andrew R. Heyer 2019-03-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY FOR
                          SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Stephen B. Lazarus and Inga Fyodorova, and each of them, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

    (1) with respect to the equity securities of ONESPAWORLD HOLDINGS LIMITED,
        an international business company incorporated under the laws of the
        Commonwealth of The Bahamas (the "Company"), prepare, execute,
        acknowledge, deliver and file with the United States Securities and
        Exchange Commission (the "SEC"), any national securities exchanges and
        the Company, (i) a Form ID, and any amendments thereto, and any other
        documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC, and
        (ii) any and all reports (including Forms 3, 4, and 5) and any
        amendments thereto, as considered necessary or advisable under Section
        16(a) of the Securities Exchange Act of 1934 and the rules and
        regulations promulgated thereunder, as amended from time to time (the
        "Exchange Act");

    (2) seek or obtain, as the undersigned's representative and on the
        undersigned's behalf, information regarding transactions in the
        Company's equity securities from any third party, including the Company
        and any brokers, dealers, employee benefit plan administrators and
        trustees, and the undersigned hereby authorizes any such person to
        release any such information to the undersigned and approves and
        ratifies any such release of information; and

    (3) perform any and all other acts which in the discretion of such attorney-
        in-fact are necessary or desirable for and on behalf of the undersigned
        in connection with the foregoing.

The undersigned acknowledges that:

    (1) this Power of Attorney authorizes, but does not require, such attorney-
        in-fact to act in his or her discretion on information provided to such
        attorney-in-fact without independent verification of such information;

    (2) any documents prepared and/or executed by such attorney-in-fact on
        behalf of the undersigned pursuant to this Power of Attorney will be in
        such form and will contain such information and disclosure as such
        attorney-in-fact, in his or her discretion, deems necessary or
        desirable;

    (3) neither the Company nor such attorney-in-fact assumes (i) any liability
        for the undersigned's responsibility to comply with the requirements of
        Section 16 of the Exchange Act, (ii) any liability of the undersigned
        for any failure to comply with such requirements, or (iii) any
        obligation or liability of the undersigned for profit disgorgement under
        Section 16(b) of the Exchange Act; and

    (4) this Power of Attorney does not relieve the undersigned from
        responsibility for compliance with the undersigned's obligations under
        Section 16 of the Exchange Act, including without limitation the
        reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact, and
each of them, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, with full power of substitution and re-substitution,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority of
this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports (including Forms 3, 4 and 5)
under Section 16 of the Exchange Act with respect to the undersigned's
transactions in equity securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to such attorney-in-fact.

                             [Signature page follows.]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of March, 2019.


                                        /s/ Andrew R. Heyer
                                        ----------------------------------
                                        Signature

                                        Andrew R. Heyer
                                        ----------------------------------
                                        Printed Name