ONE Group Hospitality Inc

The following table sets forth the number of shares of our common stock beneficially owned as of March 24, 2025, by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors and named executive officers and (iii) all current officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of our common stock that may be acquired by an individual or group within 60 days of March 24, 2025 pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Percentage ownership calculations for beneficial ownership are based on 31,026,865 shares of common stock outstanding as of March 24, 2025. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. The address for each director and executive officer listed is 1624 Market St., Suite 311, Denver, CO 80202.

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Represents less than 1% of the issued and outstanding shares.

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(1)

All securities are beneficially owned directly by the persons listed on the table (except as otherwise indicated).

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(2)

Includes 147,712 shares of common stock held by MOS Holdings Inc., an entity owned by Mr. Serruya.

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(3)

Based on Schedule 13D filed with the SEC on May 8, 2024 by reporting persons (collectively, the “Hill Path Reporting Persons”) HPC III Kaizen LP (“HPC III Kaizen”), Hill Path Capital Partners III GP LLC, the general partner of HPC III Kaizen (“Hill Path III GP”), Hill Path Investment Holdings III LLC, the managing member of Hill Path III GP (“Hill Path Investment Holdings III”), Hill Path Capital LP, the investment manager of HPC III Kaizen (“Hill Path”), Hill Path Holdings LLC, the general partner of Hill Path (“Hill Path Holdings”), and Scott Ross, the managing partner of each of Hill Path Investment Holdings III, Hill Path and Hill Path Holdings, this includes: (i) 1,786,582 shares of common

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issuable upon the exercise of warrants held by HPC III Kaizen, at an exercise price of $0.01 per share (the “Penny Warrants”); and (ii) 1,000,000 shares of common stock issuable upon the exercise of warrants held by HPC III Kaizen, at an exercise price of $10.00 per share (the “Market Warrants” and together with the Penny Warrants, the “Warrants”).

Each Hill Path Reporting Person has the sole power to vote or dispose of the 2,786,582 shares underlying the Warrants held by HPC III Kaizen.

Based on the Schedule 13D filed May 8, 2024, the address for each Hill Path Reporting Person is 150 East 58th Street, 33rd Floor, New York, New York 10155.

(4)

Based solely on Amendment No. 9 to Schedule 13D filed with the SEC on March 20, 2024 by Kanen Wealth Management LLC, a Florida limited liability company (“KWM”), and David L. Kanen, the managing member for KWM. KWM, in its role as investment manager for customer accounts, has discretionary voting and dispositive power over the shares of common stock held in the accounts. Mr. Kanen, as the managing member of KWM, may be deemed to share voting and dispositive power over such shares of common stock with KWM. KWM, as the general partner of Philotimo, and Mr. Kanen, as the managing member of KWM, may be deemed to share voting and dispositive power over the shares of common stock held by Philotimo. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the shares owned by KWM and Philotimo. The address for Kanen Wealth Management, LLC is 5850 Coral Ridge Drive, Suite 309, Coral Springs, FL 33076.

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(5)

Based solely on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2025 by Nantahala Capital Management, LLC, a Massachusetts limited liability company (“Nantahala”), and Wilmot B. Harkey and Daniel Mack (together the reporting persons). The address for Nantahala is 130 Main St. 2 nd Floor, New Canaan, Connecticut 06840.

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