Item 1.01 Entry into a Material Definitive Agreement

On May 26, 2021, Ranpak Holdings Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Robert W. Baird & Co. Incorporated, as representatives of the serveral underwriters (the "Underwriters") named in Schedule I thereto, in connection with the issuance and sale by the Company of 4,500,000 shares and the sale by certain selling security holders of the Company of 500,000 shares of the Company's Class A common stock at a public offering price of $21.00 per share, less underwriting discounts. The shares of Class A common stock were offered to the public pursuant to an effective shelf registration statement on Form S-3, as amended (Registration Nos. 333-249439 and 333-232105) and a related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option (the "Option") exercisable for 30 days to purchase up to an additional 750,000 shares of its Class A common stock at the public offering price, less underwriting discounts, to cover over-allotments, if any. The closing of the offering is expected to occur on June 1, 2021, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.




Item 8.01 Other Events

On May 27, 2021, the Underwriters exercised in full the Option (as defined under Item 1.01) for 750,000 shares of the Company's Class A common stock. Subject to customary closing conditions, the Company expects to issue and deliver the shares on June 1, 2021.

The Company issued a press release announcing the exercise of the Over-Allotment Option, which is included in this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:





Exhibit No.   Description
   1.1**        Underwriting Agreement, dated May 26, 2021, between the Company and
              Goldman Sachs & Co. LLC and Robert W. Baird & Co. Incorporated, as
              representatives
  99.1**        Press Release, dated May 27, 2021
   104*       Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document




 (*) Furnished herewith


 (**) Filed herewith




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