Item 8.01 Other Events

On June 1, 2021, Ranpak Holdings Corp. (the "Company") closed its previously announced registered underwritten public offering involving the issuance and sale by the Company of 5,250,000 shares of its Class A common stock, which includes 750,000 shares sold pursuant to the underwriter's full exercise of its option to purchase additional shares to cover over-allotments, and the sale by certain selling security holders of the Company of 500,000 shares of the Company's Class A common stock.

Davis Polk & Wardwell LLP, counsel to the Company, has issued an opinion to the Company, dated June 1, 2021, regarding the validity of the shares of Class A common stock issued and sold by the Company in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:





Exhibit No.   Description
   5.1**        Opinion of Davis Polk & Wardwell LLP
  23.1**        Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
   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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