Ranpak (PACK) Registration Filing summary

Company overview and business model

• Provides environmentally sustainable, systems-based product protection solutions for e-commerce and industrial supply chains, with a focus on high-quality protective packaging and environmental sustainability since 1972.

Risk factors and disclosures

• Faces risks including supply chain constraints, rising input costs, reliance on third-party suppliers, and high competition.

• Subject to risks from changing consumer preferences, economic conditions, and the ability to meet ESG goals and new disclosure standards.

• Material weaknesses in internal control over financial reporting were identified, including ineffective IT controls and insufficient trained resources.

Offering details and pricing

• Registration covers resale of up to 18,716,456 shares of Class A common stock underlying a warrant issued to Amazon.com NV Investment Holdings LLC.

• Shares may be sold by the selling stockholder in various ways, including through agents, underwriters, or directly, at market or negotiated prices.

• Company will not receive proceeds from the sale; it will cover registration-related expenses except for selling stockholder's commissions and fees.

• Exercise price for the warrant is $6.8308 per share, with vesting tied to Amazon's commercial spend, fully vesting at $400 million aggregate spend.