Ranpak Holdings Corp. Files 8-K on Material Agreement

TL;DR

Ranpak Holdings Corp. (PACK) filed an 8-K on Jan 28, 2025, reporting a material definitive agreement.

AI Summary

On January 28, 2025, Ranpak Holdings Corp. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company, incorporated in Delaware, is involved in converted paper and paperboard products.

Why It Matters

This 8-K filing signals a significant development for Ranpak Holdings Corp., potentially impacting its financial structure, operations, or strategic direction through a material definitive agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, thus carrying a medium level of risk.

Key Players & Entities

• Ranpak Holdings Corp. (company) — Registrant
• 0000950103-25-001008 (document_id) — Accession Number
• January 28, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 7990 Auburn Road, Concord Township, Ohio 44077 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share PACK New York Stock Exchang
• $6.8308 — "Common Stock") at an exercise price of $6.8308 per share, and on the terms and conditi
• $400 million — ares vesting upon an aggregate spend of $400 million. The Warrant allows for cashless exerc

Filing Documents

• dp223842_8k.htm (8-K) — 28KB
• dp223842_ex0401.htm (EX-4.1) — 140KB
• dp223842_ex1001.htm (EX-10.1) — 341KB
• 0000950103-25-001008.txt ( ) — 786KB
• pack-20250128.xsd (EX-101.SCH) — 3KB
• pack-20250128_lab.xml (EX-101.LAB) — 33KB
• pack-20250128_pre.xml (EX-101.PRE) — 22KB
• dp223842_8k_htm.xml (XML) — 3KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2025 (Date of Report, Date of earliest event reported) RANPAK HOLDINGS CORP. (Exact name of registrant as specified in its charter) ____________________________ Delaware 001-38348 98-1377160 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 7990 Auburn Road Concord Township , Ohio 44077 (Address of principal executive offices) (Zip Code) ( 440 ) 354-4445 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share PACK New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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. Item 1.01. Entry into a Material Definitive Agreement. On January 28, 2025, Ranpak Holdings Corp. ("Ranpak" or the "Company") and Amazon.com, Inc. ("Parent") entered into a Transaction Agreement (the "Transaction Agreement"), under which, among other things, Ranpak agreed to issue to a wholly-owned affiliate of Parent (the "Warrantholder") a warrant (the "Warrant") to acquire up to 18,716,456 shares (the "Warrant Shares") of the Company's common stock ("Common Stock") at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Warrant. 1,871,646 Warrant Shares vested on the date of the Transaction Agreement. The remainder of the Warrant Shares are subject to vesting over time based on payments made by Parent or on Parent's behalf under the current and any possible future commercial agreement with the Company, with all Warrant Shares vesting upon an aggregate spend of $400 million. The Warrant allows for cashless exercise in part or in full at the Warranholder's discretion and expires January 28, 2033. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Transaction Agreement includes customary registration rights relating to the Warrant Shares. The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. This current report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction Agreement, which is filed as Exhibit 10.1, and each is incorporated herein by reference. Item 3.02. Unregistered Sales of Equity Securities. The information provided under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Amazon.com NV Investment Holdings LLC, dated as of January 28, 2025 10.1 Transaction Agreement, by and between Ranpak Holdings Corp. and Amazon.com, Inc., dated as of January 28, 2025 104 Cover Page Interactive Data File (embedded within the

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