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We may only be ableOur ability to complete one business combinationmake scheduled payments of principal or interest with the proceeds of our initial public offering and the sale of the Private Placement Warrants and forward purchase shares, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from the initial public offering and the Private Placement provided us with $300,000,000 that we may use to complete our initial business combination (excluding $10,500,000 of deferred underwriting commissions being held in the Trust Account). We also expect to receive $150,000,000 of additional funds from the sale of forward purchase shares in connection with our business combination.

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequentrespect to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinderdebt will depend on our ability to completegenerate cash and our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.future financial results. If we are unable to adequately address these risks, it could negatively impactgenerate sufficient cash flow from operations in the future to service our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable asdebt obligations, we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little public information generally exists about private companies, and we couldmight be required to makerefinance all or a portion of our decision on whetherexisting debt or to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable asobtain new or additional such facilities. However, we suspected, if at all.

Our management maymight not be able to maintain control of a target business afterrefinance our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualificationsexisting debt or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or other governing instruments in order to effectuate our initial business combination. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 24 months of the closing of our initial public offering. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who will collectively beneficially own, on an as-converted basis, approximately 26.4% of our Class A ordinary shares upon the closing of our initial public offering (assuming they do not purchase any additional Class A ordinary shares and excluding 493,750 Class B ordinary shares held by one of our anchor investors who is expected to elect to convert such shares into Class C ordinary shares), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by January 22, 2020, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval ofobtain any such amendmentnew or additional facilities on favorable terms or at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding public shares. These agreements are contained in letter agreements that we have entered into with the sponsor, our executive officers and directors. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

Although we believe that the net proceeds of our initial public offering, the Private Placement and the sale of the forward purchase shares will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds from the initial public offering, the Private Placement and the sale of the forward purchase shares prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The recent economic environment has made it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own , on an as-converted basis, 26.4% of our issued and outstanding Class A ordinary shares (assuming they do not purchase any additional Class A ordinary shares and excluding 493,750 Class B ordinary shares held by one of our anchor investors who is expected to elect to convert such shares into Class C ordinary shares). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any additional Class A ordinary shares, this would increase their control. To our knowledge, none of our officers or directors, has any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants and forward purchase warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants and forward purchase warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants and forward purchase warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants and forward purchase warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of our public shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the anchor investors, the BSOF Entities or their respective permitted transferees.

Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 15,000,000 of our Class A ordinary shares as part of the units sold in the initial public offering and, simultaneously with the closing of the initial public offering, we issued in the Private Placement an aggregate of 8,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share or one Class C ordinary share, as applicable, at $11.50 per share. We also agreed to issue 5,000,000 forward purchase warrants concurrently with the closing of the sale of the forward purchase shares. In addition, if our founder or an affiliate of our founder makes any working capital loans, he or it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of  $1.00 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares or Class C ordinary shares (which are convertible into Class A ordinary shares following the consummation of our initial business combination) upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrantholder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emergingemerging growth company”company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbindingnon-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could beremain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary sharescommon stock held by non-affiliates exceeds $700 million as of any June 30^th before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will

rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountantaccounting standards used.

Compliance obligations under the Sarbanes-Oxley Act mayOur management was unable to make it more difficult for us to effectuate a business combination, require substantialfull assessment regarding internal control over financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-Kreporting for the year endingended December 31, 2018. Only2019, and our disclosure controls and procedures were not effective at December 31, 2019.

The Company completed the Ranpak Business Combination on June 3, 2019. Prior to the Ranpak Business Combination, the Company was a publicly traded, blank check company and the Ranpak business was part of a private, Delaware limited partnership. As a result, the design of public company internal controls over financial reporting for the Company post-Ranpak Business Combination has required and will continue to require significant time and resources from our management and other personnel. Therefore, management was unable, without deploying an unreasonable level of resources, to conduct an assessment of the Company’s internal control over financial reporting as of December 31, 2019.

Despite the fact that our management was unable to make a full assessment regarding internal control over financial reporting, in the eventcourse of preparing our financial statements as of and for the year ended December 31, 2019, we are deemedidentified certain deficiencies in internal control over financial reporting that we believed to be material weaknesses. A material weakness is a large accelerated filerdeficiency, or an accelerated filer will wea combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be required to comply withprevented or detected on a timely basis. Based on the independent registered public accounting firm attestation requirement ondetermination that material weaknesses in our internal control over financial reporting. Further,reporting existed as a result of an insufficient number of trained professionals with an appropriate level of public-company accounting knowledge, training and experience, our management concluded that our disclosure controls and procedures were ineffective. Management developed and executed a plan to remedy these material weaknesses, which were fully remediated in 2020.  There can be no guarantee that potential material weaknesses will be alleviated in the time anticipated by management. Moreover, there can be no guarantee material weaknesses, so long as they prevail, do not lead to errors in our financial statements.

In addition, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The factThere can be no guarantee that, we areonce such requirement applies to us, the independent registered public accounting firm attestation requirement will not result in the identification of additional deficiencies or material weaknesses with respect to Ranpak’s internal control over financial reporting. Any such deficiencies or material weaknesses could lead to errors in our financial statements and will also require us to expend time and resources in executing a blank check company makes compliance withremediation.

Risk Related to Ownership of Our Securities

A significant portion of our total outstanding shares may be sold into the requirementsmarket in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of common stock in the public market could occur at any time, either pursuant to the Registration Statement on Form S-3 filed on June 13, 2019, as amended, or otherwise. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of December 31, 2020, JS Capital holds approximately 39.7% of our total outstanding shares. Pursuant to the terms of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combinationforward purchase agreements entered into at the time of the IPO and the reallocation agreement, the founder shares may not be transferred until the earlier to occur of (i) one year after the closing or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in complianceall of our public shareholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing, the common stock into which the founder shares convert will be released from these transfer restrictions. Additional sales of our common stock into the market may cause the market price of our common to

drop significantly.  In the first quarter of 2021, our stock exceeded $15.00 for the necessary 20-day trading period, removing all applicable restrictions on our common stock.

Certain of our stockholders, including JS Capital, own a significant portion of the outstanding voting stock of the Company.

As of December 31, 2020, JS Capital holds approximately 39.7% of our total outstanding shares. As long as JS Capital owns or controls a significant percentage of outstanding voting power, JS Capital will have the ability to strongly influence all corporate actions requiring shareholder approval, including the election and removal of directors and the size of our Board of Directors, any amendment of our organizational documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. The interests of JS Capital may not align with the provisionsinterests of our other shareholders. JS Capital is in the Sarbanes-Oxley Act regarding adequacybusiness of its internal controls. The development of the internal control of any such entity to achieve compliancemaking investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with the Sarbanes-Oxley Actus. JS Capital may increase the time and costs necessary to complete any such acquisition.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courtsalso pursue acquisition opportunities that may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. Ascomplementary to our business, and, as a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companiesthose acquisition opportunities may not have standingbe available to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be (i) in respect of taxes, a fine or penalty, (ii) inconsistent with a Cayman Islands judgment in respect of the same matter, (iii) impeachable on the grounds of fraud or (iv) obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

us.

Provisions in our amended and restated memorandum and articles of associationorganizational documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary sharescommon stock and could entrench management.

Our amended and restated memorandum and articles of associationorganizational documents contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the boardBoard of directorsDirectors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. In addition, public shareholders are restricted from redeeming their Class A ordinary shares

Our organizational documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the Company and our stockholders, to the fullest extent permitted by law, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, stockholders, employees or agents.

Our organizational documents provide that, to the fullest extent permitted by law, unless the Company consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for:

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or any of the Company’s directors, officers, or other employees, which may discourage lawsuits with respect to more than an aggregate of 20%such claims. However, stockholders will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the public shares. See “—federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, this provision applies to Securities Act claims and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to find the choice of forum provision contained in the Company’s proposed organizational documents to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm the Company’s business, results of operations and financial condition.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our, Class A common stock is listed on the NYSE. We cannot guarantee that our securities will remain listed on the NYSE. In order to continue listing our securities on the NYSE, we must maintain certain financial, distribution and share price levels. If the anchor investors purchase large amountsNYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we

expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The price of publicour securities may be volatile.

The price of our securities can vary due to general market and economic conditions and forecasts, our general business condition and the release of our financial reports. During 2020, our Class A common shares traded between $5.94 and $13.44 per share. Fluctuations in the openprice of our securities could contribute to the loss of all or part of your investment. In an active market for our securities, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities following the business combination may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price for our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may attemptpublish about us, our business, our market, or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Risks Related to Our Indebtedness

Our debt financing may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

We are a borrower under senior secured credit facilities provided by Goldman Sachs Merchant Banking Division consisting of a $270.9 million dollar-denominated first lien term facility, a €138.6 million euro-denominated first lien term facility and a $45.0 million revolving facility. Our senior secured credit facilities, impose, and future financing agreements are likely to impose, operating and financial restrictions on our activities which may adversely affect our ability to finance capital expenditures, acquisitions, debt service requirements or to engage in new business activities or otherwise adversely affect our ability to execute our business strategy compared to our competitors who have less debt. In some cases, these restrictions require us to comply with or maintain certain financial tests and ratios. Subject to certain exceptions, such agreements restrict our ability to, among other things:

Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements, including with respect to the senior secured credit facilities, could result in a default under those agreements and under other agreements containing cross-default provisions. Such a default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by our existing and future financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

General Risk Factors

We experience competition in the markets for our products and services

We compete with a number of companies that produce and/or sell similar or competing packaging products from a variety of materials. We have several foreign and domestic competitors that are well established in the protective packaging market, including some with substantially greater financial, technical and other resources than we have or broader geographic reach. Many of our existing competitors also invest substantial resources in ongoing R&D, and we anticipate increased competition as consumer

preferences and other trends increase the appeal of our product areas. To the extent that our competitors introduce new products or technologies, such developments could render our products obsolete, less competitive or uneconomical.

We compete with these companies on, among other factors, the performance characteristics of our products, service, price, and the ability to develop new packaging products and solutions. Accordingly, we may not be able to maintain a competitive advantage over our competitors with respect to these or other factors, which may adversely affect our net revenue, which could have a material adverse effect on our business, results of operations or financial condition.

Unfavorable end-user responses to price increases could have a material adverse impact on our business, results of operations and financial condition.

From time to time, and especially in periods of rising paper costs, we increase the prices of our products. Significant price increases, particularly if not taken by competitors in respect of similar products, could result in lower net revenue. For instance, interruptions in paper supply may lead us to increase the price of our paper consumables while plastic-based packaging competitors would not similarly increase the price of their redemption rightsproducts, which may result in a reduction in our market share and net revenue. Such loss of end-users or lower net revenue may materially adversely affect our business, results of operations and financial condition.

Our performance, competitive position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations, which could have a material adverse effect on our business, financial condition or results of operations.

Our performance is dependent in part on our continuing ability to develop products that appeal to end-users by providing new or enhanced value propositions and provide us with a favorable return on the products’ cost through sales of paper consumables. The development and introduction cycle of each of these new products can be lengthy and involve high levels of investment. New products may not meet sales or margin expectations due to many factors, including our inability to (i) accurately predict demand, end-user preferences and evolving industry standards; (ii) resolve technical and technological challenges in a timely and cost-effective manner; or (iii) achieve manufacturing efficiencies. To the extent any new products do not meet our sales or margin expectations, our competitive position and future growth prospects may be negatively impacted, which could have a materially adverse effect on our business, financial condition or results of operations.

Our efforts to expand beyond our core product offerings and into adjacent markets may not succeed and could adversely impact our business, financial condition or results of operations.

We may seek to expand beyond our core fiber-based protective packaging systems and develop products or business strategies that have wider applications for manufacturers, end-users, or consumers. Expanding into new markets would require us to devote substantial additional resources to such expansion, and our ability to succeed in developing such products to address such markets is not certain. It is likely that we would need to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable R&D expenses, in order to pursue such an expansion successfully.

Any such expansion would be subject to additional uncertainties. For example, we could encounter difficulties in attracting new end-users due to lower levels of familiarity with our brand among potential distributor partners and end-users in markets we do not currently serve. As a result, we may not be successful in future efforts to expand into or achieve profitability from new markets, new business models or strategies or new product types, and our ability to generate net revenue from our current products and continue our existing business may be negatively affected. If any such expansion does not enhance our ability to maintain or grow net revenue or recover any associated development costs, our business, financial condition or results of operations could be adversely affected.

Uncertain global economic conditions have had and could continue to have an adverse effect on our financial condition or results of operations.

Uncertain global economic conditions have had and may continue to have an adverse impact on our business in the form of lower net revenue due to weakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns have adversely impacted some of our end-users, such as automotive companies, distributors, electronic manufacturers, machinery manufacturers, home goods manufacturers and e-commerce and mail order fulfillment firms, and other end-users that are particularly sensitive to business and consumer spending.

During economic downturns or recessions, there can be heightened competition for net revenue and increased pressure to reduce selling prices as end-users may reduce their volume of purchases. Also, reduced availability of credit may adversely affect the outcomeability of some of our end-users and suppliers to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from distributors or end-users. If we lose significant sales volume,

are required to reduce our selling prices significantly or are unable to collect amounts due, there could be a potential initialnegative impact on our profitability and cash flows, which could have a material adverse effect on our business, combination.”

financial condition or results of operations.

Cyber incidentsrisk and the failure to maintain the integrity of our operational or attacks directed at us could result in information theft, data corruption, operational disruption and/security systems or financial loss.

We depend on digital technologies, including information systems, infrastructure, and cloud applications and services, includingor those of third parties with which we may deal. Sophisticateddo business, could have a material adverse effect on our business, financial condition or results of operations.

We are subject to an increasing number of information technology vulnerabilities, threats and deliberate attacks on,targeted computer crimes which pose a risk to the security of our systems and networks and the confidentiality, availability, and integrity of our data.

Disruptions or failures in the physical infrastructure or operating systems that support our businesses and end-users, or cyber-attacks or security breaches of our networks or systems, could result in the loss of end-users and business opportunities, legal liability, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect our business, financial condition or results of operations. While we attempt to mitigate these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats.

We also maintain and have access to sensitive, confidential or infrastructure,personal data or theinformation in certain of our businesses that are subject to privacy and security laws, regulations and end-user controls. Despite our efforts to protect such sensitive, confidential or personal data or information, our facilities and systems and those of our end- users and third-party service providers may be vulnerable to security breaches, theft, misplaced or infrastructure of third parties lost data, programming and/or the cloud,human errors that could lead to corruptionthe compromising of sensitive, confidential or misappropriationpersonal data or information, improper use of our assets, proprietarysystems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and sensitiveoperational disruptions, which in turn could adversely affect our business, financial condition or confidential data. As an early stage company withoutresults of operations.

We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws can subject us to criminal and civil liability and harm our business.

We are subject to the Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit us from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. We can be held liable for the corrupt or other illegal activities of these third parties, our employees, representatives, contractors and agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anticorruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant investmentsfines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in data security protection,any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations and financial condition.

Product liability claims or regulatory actions could adversely affect our financial results or harm our reputation or the value of our brands.

Claims for losses or injuries purportedly caused by some of our products arise in the ordinary course of business. In addition to the risk of substantial monetary judgments, product liability claims or regulatory actions could result in negative publicity that could harm our reputation in the marketplace or adversely impact the value of our brands or ability to sell our products in certain jurisdictions. We could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses and reduced net revenue. Although we maintain product liability insurance coverage, potential product liabilities claims could be excluded or exceed coverage limits under the terms of our insurance policies or could result in increased costs for such coverage.

Political and economic instability and risk of government actions affecting our business and our end-users or suppliers may adversely impact our business, results of operations and cash flows.

We are exposed to risks inherent in doing business in each of the countries/regions or regions in which we or our end-users or suppliers operate including: civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions, including sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by us to operate our plants or import or export our goods or raw materials, the expropriation or nationalization of our assets,

and restrictions on travel, payments or the movement of funds. In particular, if additional restrictions on trade with Russia were adopted by the European Union or the United States, and were applicable to our products, we could lose revenue and experience lower growth rates in the future, which could have a material adverse effect on our business, financial condition or results of operations.

We rely on third-party distributors to store, sell, market, service and distribute our products.

We rely on our network of third-party distributors to store, sell (in the case of paper consumables), market, service and distribute our protective packaging systems and paper consumables to a majority of our end-users. Because we rely on third-party distributors, we are subject to a number of risks, including:

If we fail to maintain our relationships with our distributors, or if our distributors do not meet the sales, marketing and service expectations of our end-users, our business, financial condition or results of operations could be sufficiently protected againstmaterially adversely affected.

We depend on third parties for transportation services.

We rely primarily on third parties for delivery of our raw materials, as well as for transportation to certain select end-users to which we directly sell our products. In particular, a significant portion of the raw materials we use are transported by ship, railroad or trucks, which modes of transportation are highly regulated. If any of our third-party transportation providers were to fail to deliver raw materials to us in a timely manner, or fail to deliver our products to our direct end-users in a timely manner, we might be unable to manufacture our products in response to end-user demand. For example, at most of our facilities, quantities of raw paper stored on-site represent approximately five days of paper consumables production at such occurrences. We may not have sufficient resourcesfacilities due to adequately protect against, or to investigatecost savings and remediate any vulnerability to, cyber incidents. It is possible thatstorage limitations. In addition, if any of these occurrences,third parties were to cease operations or cease doing business with us, it might be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively impact our end-user relationships and have a material adverse effect on our financial condition or results of operations.

Changes in laws or regulations, or a combinationfailure to comply with any laws and regulations, may adversely affect our business, investments and results of them,operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE. In particular, we are required to comply with certain SEC, NYSE and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse consequenceseffect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and lead to financial loss.results of operations.

Risks Associated with Acquiring and Operating a Business in Foreign Countries

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would beWe are subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact our results of operations and financial condition.

In the ordinary course of business, we are subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the world, including product liability claims, actions brought against us by our employees and other legal proceedings. Any such claims, regardless of merit, could be time-consuming and expensive to defend and could divert management’s attention and resources.

In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. The levels of insurance we maintain may not be adequate to fully cover any special considerationsand all losses or risks associated with companies operating in an international setting, including any of the following:

Weliabilities. Further, we may not be able to adequately addressmaintain insurance at commercially acceptable premium levels or at all.

If any significant accident, judgment, claim (or a series of claims) or other event is not fully insured or indemnified against, the cost of such accident, judgment, claim(s) or other event could have a material adverse impact on our business, financial condition or results of operations. There can be no assurance as to the actual amount of these additional risks. If we were unable to do so, weliabilities or the timing thereof. We cannot be certain that the outcome of current or future litigation will not have a material adverse impact on our business, results of operations and financial condition.

Our insurance policies may be unable to complete such initial business combination, or, if we complete such combination,not cover all operating risks and a casualty loss beyond the limits of our operations might suffer, either of which maycoverage could adversely impact our business.

Our business is subject to operating hazards and risks relating to handling, storing, transporting and use of the products we sell. We maintain insurance policies in amounts and with coverage and deductibles that we believe are reasonable and prudent. Nevertheless, our insurance coverage may not be adequate to protect us from all liabilities and expenses that may arise from claims for personal injury or death or property damage arising in the ordinary course of business, and our current levels of insurance may not be maintained or available in the future at economical prices. If a significant liability claim is brought against us that is not adequately covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition or results of operations.

Our annual effective income tax rate can change materially as a result of changes in our mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities.

Our overall effective income tax rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on our overall effective income tax rate, which may have a material adverse effect on our financial condition or results of operations.

The full realization of our deferred tax assets may be affected by a number of factors, including earnings in the United States.

We have deferred tax assets including state and foreign net operating loss carryforwards, accruals not yet deductible for tax purposes, employee benefit items, interest expense carryforwards, and other items. We have established valuation allowances to reduce the deferred tax assets to an amount that is more likely than not to be realized. Our ability to utilize the deferred tax assets depends in part upon our ability to generate future taxable income, including the scheduled reversal of deferred tax liabilities that have been generated as a result of the transaction, within each respective jurisdiction during the periods in which these temporary differences reverse or our ability to carryback any losses created by the deduction of these temporary differences. We expect to realize the assets over an extended period. If we are unable to generate sufficient future taxable income in the U.S. and/or certain foreign jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets. In addition, changes in statutory tax rates or other legislation or regulation may change our deferred tax assets or liability balances, with either favorable or unfavorable impacts on our effective tax rate.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

If our management following our initial business combination is unfamiliar withWe are subject to income and other taxes in the United States, securities laws, they may haveand our domestic tax liabilities are subject to expend time and resources becoming familiar with such laws, whichthe allocation of expenses in differing jurisdictions. Our future effective tax rates could lead to various regulatory issues.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturnvolatility or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the valuea number of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currencyfactors, including:

In addition, we may affect the attractiveness of any target business or, following consummationbe subject to audits of our initial business combination,income, sales and other taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations. Additionally,

We may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets.

We record a significant amount of goodwill and other identifiable intangible assets, including end-user relationships, trademarks and developed technologies. We test goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Amortizable intangible assets are periodically reviewed for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment may result from, among other things, (i) a currency appreciatesdecrease in our expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or business climates; (vi) heightened competition; (vii) strategic decisions made in response to economic or competitive conditions; or (viii) a more- likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of. In the event that we determine that events or circumstances exist that indicate that the carrying value againstof goodwill or identifiable intangible assets may no longer be recoverable, we might have to recognize a non-cash impairment of goodwill or other identifiable intangible assets, which could have a material adverse effect on our consolidated financial condition or results of operations.

We are dependent upon certain key personnel.

Our ability to successfully operate our business is dependent upon the dollar prior toefforts of certain key personnel, including our senior management. The unexpected loss of the consummationservices of one or more of our initial business combination,directors or executive officers and our inability to hire and retain replacements could have a detrimental effect on us and negatively impact our operations and profitability.

Disruption and volatility of the costfinancial and credit markets could affect our external liquidity sources.

Our principal sources of liquidity are accumulated cash and cash equivalents, short-term investments, cash flow from operations and amounts available under our lines of credit, including secured credit facilities, term loans and a target business as measuredrevolving credit facility. We may be unable to refinance any of our indebtedness on commercially reasonable terms or at all.

Additionally, conditions in dollars will increase,financial markets could affect financial institutions with which may make it less likely that we are ablehave relationships and could result in adverse effects on our ability to consummate such transaction.

utilize fully our committed borrowing facilities.

We may reincorporatebe unable to obtain additional financing to fund our operations or growth.

We may require additional financing to fund our operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the Company.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our global headquarters are in another jurisdictionConcord Township, Ohio. Our wholly owned subsidiary, Ranpak B.V., maintains our European headquarters in connection with our initial business combination, andHeerlen, The Netherlands.  

We have facilities for the laws of such jurisdiction may govern some or allassembly of our future material agreementssystems in Concord Township, Ohio; Heerlen, The Netherlands; and Nyrany, Czech Republic. We convert our paper consumables in Concord Township, Ohio; Kansas City, Missouri; Raleigh, North Carolina; Reno, Nevada; Heerlen, The Netherlands; and Nyrany, Czech Republic. We have a dedicated Ranpak Automation facility in Kerkrade, the Netherlands.

We also maintain sales offices in Shanghai, China; Laoshan, China; Paris, France; Tokyo, Japan; and Singapore.

The geographic dispersion of our manufacturing facilities gives us the flexibility to make our products available to our distributors and direct end-use customers at a location that is closer to their own facilities.

ITEM 3.  LEGAL PROCEEDINGS

From time to time, we may not be ableinvolved in various legal proceedings, lawsuits, and claims incidental to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdictionconduct of our business from the Cayman Islandsbusiness.  Our businesses are also subject to another jurisdiction. If we determine to do this, the laws of such jurisdictionextensive regulation, which may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

None.

We currently maintain our executive offices at 3 East 28th Street, 8th Floor, New York, New York 10016. The cost for our use of this space is included in the $10,000 per month fee we will pay to our sponsor or an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

There is no material litigation, arbitration or governmental proceeding currently pendingregulatory proceedings against us or any members of our management team in their capacity as such.

None.us.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.  

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units, Class A ordinary shares and warrantsCommon Shares are listed on The New York Exchangethe NYSE under the symbols “OMAD.U”, “OMAD” and “OMAD WS”, respectively. The following table sets forth the rangesymbol, “PACK.”

Holders of high and low sales prices for the units, Class A ordinary shares and warrants for the periods indicated since the units commenced public trading on January 18, 2018, and since the Class A ordinary shares and warrants commenced public trading separately on February 21, 2018.

(1)       Beginning on February 21, 2018 with respect to the common shares and warrants.

Holders

Record

As of March 28, 2018,2, 2021, there was one holder of record of our units, one holderwere 23 holders of record of our Class A ordinary sharesCommon Shares and one holdertwo holders of our Class C Common Shares. The actual number of holders is greater than the number of record holders and includes holders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of our public warrants.

holders of record also does not include holders whose shares may be held in trust by other entities.

Dividends

We have not paid any cash dividends on our ordinarycommon shares to date and do not intend to pay cash dividends prior toin the completion of our business combination.foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our business combination. The payment of any cash dividends subsequent to our business combination will be within the discretion of our board of directors.condition. In addition, our boardBoard of directorsDirectors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our business combination, ourOur ability to declare dividends may beis limited by restrictive covenants contained within our Facilities.  Refer to Note 11 to our consolidated financial statements for further information.

Performance Graph

The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Report into any filing under the Exchange Act or the Securities Act, except to the extent that we may agree tospecifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The graph below compares the cumulative total return of our common stock from June 3, 2019 through December 31, 2020, with the comparable cumulative return of two indices, the Russell 2000 Index (“RTY”) and the Dow Jones U.S. Containers and Packaging Index (“DJUSCP”).

The graph plots the growth in connection therewith.value of a $100.00 initial investment in our common and in each of the indexes over the indicated time periods, and assumes reinvestment of all dividends, if any, paid on the securities. We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon share price appreciation and not upon reinvestment of cash dividends. The share price performance shown on the graph is not necessarily indicative of future price performance.

Recent SalesITEM 6.  SELECTED FINANCIAL DATA

On June 3, 2019, we consummated the acquisition of Unregistered Securities; Useall outstanding and issued equity interests of Proceeds from Registered Offerings

PriorRack Holdings, Inc. (“Rack Holdings”) pursuant to our initial public offering, we issued 8,625,000 founder sharesa stock purchase agreement (the “Ranpak Business Combination”). The Company (then One Madison Corporation) was deemed to our sponsorbe the accounting acquirer in exchange forthe Ranpak Business Combination, as a capital contributionresult of $25,000, or approximately $0.003 per share. Subsequently, our sponsor transferred 525,000 founder shareswhich the Company allocated its purchase price to the BSOF Entities. In addition, in connection with the forward purchase agreements, we issued to the anchor investors an aggregateRack Holdings’ assets and liabilities at fair value, which created a new basis of 3,750,000 founder shares for $0.01 per share prior to our initial public offering. Our sponsor, the BSOF Entities and the anchor investors currently own 6,735,000, 525,000 and 3,750,000 founder shares, respectively. Substantially concurrently withaccounting. Until the consummation of the initial public offering,Ranpak Business Combination, Rack Holdings operated as a separate business holding all of the Company completedhistorical assets and liabilities related to our business. Except as otherwise provided herein, our financial statement presentation includes (i) the private sale (the “Private Placement”)results of 8,000,000 warrants (the “Private Placement Warrants”) to certain investors at a purchase priceRack Holdings and its subsidiaries in Predecessor periods, and (ii) the consolidated results of $1.00 per Private Placement Warrant, generating gross proceedsRack Holdings and its subsidiaries and One Madison Corporation for Successor periods.

Pursuant to the Company of $8,000,000.

On January 22, 2018,November 2020 Amendments, we elect to provide disclosure consistent with the Company consummatedrecent amendments to Regulation S-K, Item 301, which eliminate the initial public offering of 30,000,000 units. Each unit consists of one Class A ordinary share and one-half of one warrant. Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering and I-Bankers Securities, Inc. acted as the co-manager for the offering. The units were sold at a price of $10.00 per unit, generating gross proceedsrequirement to the Company of $300,000,000, which has been deposited into a Trust Account with Continental Stock Transfer & Trust Company acting as trustee.

The following table sets forth selected historical financial information derived from our audited financial statements included elsewhere in this report for the period from July 13, 2017 (inception) through December 31, 2017. You should read the followingprovide selected financial data in conjunction with “Itemcomparative tabular form for each of our last five fiscal years.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations” and theOperations should be read together with our consolidated financial statements and the related notes appearing elsewhereset forth in this report.

References to the “Company,” “our,” “us” or “we” refer to One Madison Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained inPart II, Item 8, as well as the discussion included in Part I, Item 1A, “Risk Factors,” of this Report. All amounts and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

percentages are approximate due to rounding.

Cautionary NoteNotice Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Annual Report, on Form 10-K including, without limitation, statements under “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward lookingforward-looking statements. When used in this Form 10-K,Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward lookingforward-looking statements.  Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)SEC filings. Such forward lookingforward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report on Form 10-K should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.  Actual results could differ materially from those contemplated by the forward lookingforward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward lookingforward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

WeThe forward-looking statements contained in this Report and the Exhibits attached hereto are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a blank check company incorporated on July 13, 2017 as a Cayman Islands exempted company incorporated for the purposenumber of effecting a merger, share exchange, asset acquisition, share purchase, reorganizationrisks, uncertainties (some of which are beyond our control) or similar business combination withother assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more businesses. We intendof these risks or uncertainties materialize, they could cause our actual results to effectuate our initial Business Combination using cashdiffer materially from the proceeds of the initial public offering and the Private Placement of the private placement warrants, our shares, debtforward-looking statements. Factors that could cause or a combination of cash, equity and debt.

On January 22, 2018, we consummated our initial public offering (the “initial public offering”) of 30,000,000 units (the “units”). Each unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereofcontribute to purchase one Class A ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $300 million. Prior to the consummation of the initial public offering, the Sponsor purchased 8,625,000 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and certain other investors (the “anchor investors”) purchased 3,750,000 Class B ordinary shares for an aggregate purchase price of $37,500, or approximately $0.01 per share (together, the “founder shares”). The founder shares were issued to the anchor investors in connection with their agreement to purchase an aggregate of 15,000,000 ordinary shares (13,025,000 Class A ordinary shares and 1,975,000 Class C ordinary shares) (“forward purchase shares”), plus an aggregate of 5,000,000 redeemable warrants (“forward purchase warrants”) for $10.00 per share, for an aggregate purchase price of $150 million, in a private placement to occur concurrently with the closing of the initial business combination (the “forward purchase agreements”). We also entered into the strategic partnership agreement (the “Strategic Partnership Agreement), pursuant to which the sponsor transferred 525,000 founder shares to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership, both affiliates of The Blackstone Group L.P. (together, the “BSOF Entities”). On March 8, 2018, the Sponsor surrendered 1,125,000 Class B ordinary shares to the Company for no consideration, which the Company cancelled, following the expiration of the underwriters’ over-allotment option granted in the initial public offering.

Upon execution of the forward purchase agreements, each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares. The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares do not grant their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following the consummation of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon the transfer of such Class C ordinary share to an unaffiliated third party.

Pursuant to the Strategic Partnership Agreement, the BSOF Entities have agreed to act as our strategic partner and may provide debt or equity financing in connection with our initial business combination,differences include, but are not required to do so. The founder shares held by the BSOF Entities are subject to certain transfer restrictions, forfeiture and earnout provisions similarlimited to, those imposed upon our sponsor and the anchor investors. If we seek shareholder approval of our initial business combination, the BSOF Entities have agreed to vote any founder shares they may own in favor of such initial business combination. The BSOF Entities may designate one observer to our board of directors until the consummation of our initial business combination. The BSOF Entities have also separately purchased an aggregate of 560,000 Private Placement Warrants, at a price of  $1.00 per warrant,identified in the Initial Private Placement. Such Private Placement Warrants have the same terms and conditionssection titled, “Risk Factors” included elsewhere in this Report. Except as those purchasedrequired by our anchor investors. The BSOF Entities will be entitledlaw, we are not undertaking any obligation to registration rights with respectupdate or revise any ordinary shares and warrants held by them. We believeforward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the combination of capital provided by our anchor investors and a strategic partnership with the BSOF Entitiestrends or activities will provide us with a material advantage in effecting an initial business combination.

Simultaneously with the closing of the initial public offering, the Company consummated the Initial Private Placement of 8,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share or Class C ordinary share, as applicable, at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8 million.

Upon the closing of the initial public offering and the Initial Private Placement, $300 million ($10.00 per unit) from the net proceeds thereof was placed in a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”), and is invested in a money market fund selected by the Company until the earlier of: (i) the completion of the initial business combination or (ii) the redemption of the Company’s public shares if the Company is unable to complete a business combination by January 22, 2020, subject to applicable law.

After the payment of underwriting discounts and commissions (excluding the deferred portion of $10,500,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $1,000,000 in expenses relating to the initial public offering, approximately $1,000,000 of the net proceeds of the initial public offering and Initial Private Placement was not deposited into the Trust Account and was retained by us for working capital purposes. The net proceeds deposited into the Trust Account remain on depositcontinue in the Trust Account earning interest.future. Accordingly, you should not put undue reliance on these statements.  

Overview

Our management has broad discretionRanpak is a leading provider of environmentally sustainable, systems-based, product protection solutions and end-of-line automation solutions for e-commerce and industrial supply chains.  Since our inception in 1972, we have delivered high quality protective packaging solutions, while maintaining our commitment to environmental sustainability.  We assemble our protective packaging systems and provide the systems and paper consumables to customers, which include direct end-users and our network of exclusive paper packaging solution distributors, who in turn place the systems with respectand sell paper to commercial and industrial users for the specific applicationconversion of the net proceeds of the initial public offering, the Over-allotment,paper into packaging materials.  We operate manufacturing facilities in Concord Township, Ohio; Kansas City, Missouri; Raleigh, North Carolina; and the Private Placement, although substantially all of the net proceeds are intended to be applied toward consummating a Business Combination.

Critical Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally acceptedReno, Nevada in the United States, in Heerlen and Kerkrade, the Netherlands as well as

Nyrany, Czech Republic.  In the second quarter of America (“GAAP”). In connection with2020, we opened a new production facility for our automation business in Kerkrade, the Company’s assessmentNetherlands, located approximately three miles from our Heerlen location, to enhance our production capacity in our automation business.  We also maintain sales and administrative offices in Paris, France; Laoshan, China; Shanghai, China; Tokyo, Japan; and Singapore.  We are a global business that generated approximately 61.0% of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of December 31, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, on January 22, 2018, the Company consummated its initial public offering of 30,000,000 units generating gross proceeds of $300,000,000 which alleviated any liquidity concerns.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateour 2020 net revenue outside of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A--“Expenses of Offering.” Deferred offering costs of $868,919, consist of costs incurred in connection with preparation for the Proposed Offering. These costs, together with the underwriter discount, will be charged to capital upon completion of the Proposed Offering or charged to operations if the Proposed Offering is not completed.

Results of Operations and Known Trends or Future Events

We have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. Our entire activity from inception to December 31, 2017 relates to our formation, consummation of the initial public offering, the Strategic Partnership Agreement, the forward purchase agreements, and, since the closing of the initial public offering, the search for a Business Combination candidate. Going forward, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after this period.

For the period from July 13, 2017 (date of inception) to December 31, 2017, we had net losses of $8,515, which consisted solely of operating expenses.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, at December 31, 2017, we had approximately $1,900 in our operating bank account. As noted above, in connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, as of December 31, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, on January 22, 2018, the Company consummated its initial public offering of 30,000,000 units generating gross proceeds of $300,000,000 which alleviated any liquidity concerns.

Through December 31, 2017, our liquidity needs also have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the founder shares to our Sponsor, a $37,500 capital contribution from the anchor investors in exchange for the issuance of founder shares to such investors, $92,844 in loans from our Sponsor, and the proceeds not held in the Trust Account resulting from the consummation of the Private Placement.

In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us the funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released to pay our tax obligations. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the private placement warrants.

Based on the foregoing, we believe that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of consummation of a Business Combination or January 22, 2020. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business, and structuring, negotiating and consummating the Business Combination.

Related Party Transactions

Founder Shares

Our sponsor currently holds an aggregate of 6,735,000 founder shares, the BSOF Entities hold an aggregate of 525,000 founder shares and the anchor investors hold an aggregate of 3,750,000 founder shares. The founder shares will automatically convert into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) on the first business day following the consummation of our initial business combination at a ratio such that the total number of Class A ordinary shares and Class C ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of public shares, plus (ii) the sum of  (a) the total number of Class A ordinary shares and Class C ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of our initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any warrants issued in a private placement to our founder or an affiliate of our founder upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. 

Our initial shareholders (other than our sponsor, its controlled affiliates and any sponsor-affiliate) have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares or Class C shares issued upon conversion thereof until the earlier to occur of: (i) one year after the closing of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our ordinary shareholders having the right to exchange their ordinary shares for cash, securities or other property; and our sponsor, its controlled affiliates and any sponsor-affiliate have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares or Class C shares issued upon conversion thereof until the earlier of  (i) the third anniversary of the consummation of our initial business combination or (ii) the waiver of the foregoing restriction by anchor investors representing over 50% of the forward purchase shares (in either case, except pursuant to limited exceptions).

In addition, 30% of the number of founder shares held by our sponsor, the BSOF Entities and their permitted transferees immediately following the consummation of our initial public offering, which we refer to as the “earnout shares,” are subject to forfeiture on a pro rata basis by our sponsor and the BSOF Entities on the fifth anniversary of our initial business combination unless following our initial business combination, either (A) the closing price of our Class A ordinary shares (or any successor class of ordinary shares or common shares) equals or exceeds, in the case of our sponsor, $12.50 per share, and in the case of the BSOF Entities, $12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period or (B) we complete a liquidation, merger, share exchange or other similar transaction that results in all of our ordinary shareholders having the right to exchange their ordinary shares for consideration in cash, securities or other property which equals or exceeds, in the case of our sponsor, $12.50 per share, and in the case of the BSOF Entities, $12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) (each, an “earnout condition”). The number of earnout shares subject to forfeiture will initially be 2,250,000 (of which 157,500 are initially held by the BSOF Entities and 2,092,500 are initially held by our sponsor). In connection with the foregoing, our sponsor and the BSOF Entities have also agreed to not transfer, assign or sell any of its earnout shares until the earlier of (i) the date on which one or more of the earnout conditions has been satisfied and (ii) the date on which our sponsor and the BSOF Entities forfeit the earnout shares.

Private Placement Warrants

Our anchor investors and the BSOF Entities have purchased, pursuant to separate written agreements, an aggregate of 8,000,000 Private Placement Warrants, of which our founder purchased 2,006,041. If we do not complete our initial business combination by January 22, 2020, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be nonredeemable and exercisable on a cashless basis so long as they are held by the anchor investors, the BSOF Entities or their respective permitted transferees (except under limited circumstances). If the private placement warrants are held by holders other than the initial anchor investors and the BSOF Entities or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units sold in our initial public offering.

Forward Purchase Agreements; Strategic Partnership Agreement

In connection with our initial public offering, we entered into forward purchase agreements pursuant to which the anchor investors agreed to subscribe for an aggregate of 15,000,000 ordinary shares (13,025,000 Class A ordinary shares and 1,975,000 Class C ordinary shares) plus 5,000,000 redeemable warrants (of which 4,341,667 will be exercisable for Class A ordinary shares and 658,333 will be exercisable for Class C ordinary shares) for a purchase price of  $10.00 multiplied by the number of Class A ordinary shares and Class C ordinary shares purchased, or $150,000,000 in the aggregate, in a private placement to close concurrently with the closing of our initial business combination. In connection with these agreements, we also issued to the anchor investors an aggregate of 3,750,000 founder shares for $0.01 per share prior to the consummation of our initial public offering. In connection with the strategic partnership agreement, our sponsor transferred 525,000 founder shares to the BSOF Entities. Subject to certain exceptions to forfeiture, transfer and earnout provisions, the founder shares issued to the anchor investors and held by the BSOF Entities are subject to similar contractual conditions and restrictions as the founder shares issued to our sponsor. The forward purchase warrants will have the same terms as our public warrants except that one of the anchor investors will receive forward purchase warrants exercisable only for Class C ordinary shares, as described above.

Upon execution of the forward purchase agreements, each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares. The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares do not grant their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following the consummation of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon the transfer of such Class C ordinary share to an unaffiliated third party.

The forward purchase agreements and the strategic partnership agreement also provide that the anchor investors and the BSOF Entities are entitled to (i) a right of first refusal with respect to any proposed issuance of additional equity or equity-linked securities (including working capital loans from our founder that are convertible into private placement warrants) by us, including for capital raising purposes, or if we offer or seek commitments for any equity or equity-linked securities to backstop any such capital raise, in connection with the closing of our initial business combination (other than the units we are offering by this prospectus and their component public shares and warrants, the founder shares (and Class A ordinary shares and/or Class C ordinary shares for which such founder shares are convertible), the forward purchase shares, forward purchase warrants and the private placement warrants, and any securities issued by us as consideration to any seller in our initial business combination and warrants issued upon the conversion of working capital loans to us made by our founder that are convertible into private placement warrants) and (ii) registration rights with respect to (A) the forward purchase securities and Class A ordinary shares and Class C ordinary shares underlying the anchor investors’ forward purchase warrants and the anchor investors’ and the BSOF Entities’ founder shares, and (B) any other Class A ordinary shares or warrants acquired by the anchor investors and the BSOF Entities, including any time after we complete our initial business combination.

The forward purchase agreements provide that prior to signing a definitive agreement with respect to a potential initial business combination, and prior to making any material amendment to such definitive agreement following signing, anchor investors representing over 50% of the forward purchase shares must approve such potential initial business combination or amendment, as applicable.

In addition, the forward purchase agreements for two of our anchor investors provide each such anchor investor with (i) the right to designate (prior to the consummation of a business combination) and the right to request the designation of (following the consummation of a business combination) one observer to our board of directors and (ii) the right to acquire, at the same price paid by, directly or indirectly, and on the same terms and conditions as, our founder, a number of founder shares equal to its pro rata share, based on its allocation of forward purchase shares, of five percent of the founder shares of any special purpose acquisition company sponsored by our founder for 10 years following the closing of our initial business combination, which we refer to as the new acquisition company. Further, such forward purchase agreements for the same two anchor investors provide such investors with the right to purchase up to an aggregate of  $63,000,000 in equity securities of the new acquisition company substantially similar to the forward purchase securities on the same or more favorable terms as new investors in such equity securities.

The strategic partnership agreement provides that, so long as the Company remains a “blank check company” as such term is defined in Rule 419 under the Securities Act and prior to our initial business combination, the BSOF Entities have the right to designate one observer to our board of directors. In addition, on the date set for the shareholder vote to approve the initial business combination or on the business day immediately prior to the scheduled closing date of the initial business combination, if the BSOF Entities do not hold at least 4,000,000 Class A ordinary shares, the BSOF Entities will forfeit a pro rata number of their founder shares to our sponsor.

Due to Related Parties

Our sponsor and other related parties have loaned us an aggregate amount of $92,844 to be used for the payment of costs related to the initial public offering. These borrowings are non-interest bearing, unsecured and due upon the closing of the initial public offering. We had not yet repaid this amount as of December 31, 2017. All borrowings under the promissory note were repaid on February 7, 2018.

Administrative Service Fee

We have agreed, commencing on January 17, 2018 through the earlier of our consummation of a Business Combination and liquidation, to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, and secretarial and administrative services.

Off-Balance Sheet Arrangements

United States.

As of December 31, 2017,2020, we did not have any off-balance sheet arrangementshad an installed base of approximately 117.4 thousand protective packaging systems serving a diverse set of distributors and end-users.  We generated net revenue of $298.2 million in 2020.  Additionally, we generated net revenue of $163.1 million in the Successor Period and $106.4 million in the 1H 2019 Predecessor Period.

The Ranpak Business Combination

On June 3, 2019, we consummated the acquisition of all outstanding and issued equity interests of Rack Holdings, Inc. (“Rack Holdings”) pursuant to a stock purchase agreement for consideration of $794.9 million, which reflects a post-closing adjustment of $0.7 million for net working capital and additional consideration, and €140.0 million ($160.8 million) in cash, (i) $341.5 million and €140.0 million of which, respectively, was used by the Seller to repay outstanding indebtedness and unpaid transaction expenses as definedcontemplated by the stock purchase agreement and (ii) the remainder of which was paid to Rack Holdings L.P. (“Seller”).

The Company (then One Madison Corporation) was deemed to be the accounting acquirer in Item 303(a)(4)(ii)the Ranpak Business Combination, as a result of Regulation S-K.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an administrative agreement to reimburse the Sponsor for office space, secretarial and administrative services provided towhich the Company in an amount notallocated its purchase price to exceed $10,000 per month. Upon completionRack Holdings’ assets and liabilities at fair value, which created a new basis of aaccounting.  Until the consummation of the Ranpak Business Combination, orRack Holdings operated as a separate business holding all of the Company’s liquidation,historical assets and liabilities related to our business.

The Ranpak Business Combination was financed, in part, with debt of approximately $534.6 million, which became Ranpak’s direct obligation upon the consummation of the Ranpak Business Combination.  Upon the consummation of the Ranpak Business Combination on June 3, 2019, Rack Holdings’ then-existing debt, which amounted to approximately $487.6 million as of such date, was repaid in full.  In December 2019, the Company will cease paying these monthly fees.closed a public offering of its Class A common stock generating net proceeds of approximately $107.7 million that was used to pay down the First Lien Dollar Term Facility.

The underwriters are entitled to underwriting discounts and commissions of 5.5%, of which 2.0% ($6,000,000) was deferred. The deferred underwriting discount will become payable toFollowing the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initialRanpak Business Combination, subjectwe have hired, and expect to the terms of the underwriting agreement. The underwriters are not entitledhire additional staff and implement procedures and processes to any interest accrued on the deferred underwriting discount.

JOBS Act

The JOBS Act contains provisions that,address regulatory and other customary requirements applicable to operating public companies. We have incurred additional annual expenses for, among other things, relaxdirectors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.  We estimated that these incremental costs on an annual basis would amount to approximately $2.0 million or more per year, resulting in higher operating expenses in future periods.  The closing of the Ranpak Business Combination also resulted in the elimination of certain reporting requirementsnon-recurring expenses incurred prior to the Ranpak Business Combination, which amounted to $35.4 million for qualifying public companies.the year ended December 31, 2019.

Factors Affecting the Comparability of Our Results of Operations

The following factors may have affected the comparability of Ranpak’s results of operations between the periods presented in this Report and may affect the comparability of its results of operations in future periods.

Effect of Currency Fluctuations.  As a result of the geographic diversity of Ranpak’s operations, it is exposed to the effects of currency translation. Currency transaction exposure results when Ranpak generates net revenue in one currency at one time and incurs expenses in another currency at another time, or when it realizes gain or loss on intercompany transfers. While Ranpak seeks to limit its currency transaction exposure by matching the currencies in which it incurs sales and expenses, it may not always be able to do so.

In addition, Ranpak is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in Ranpak’s income statement.  In turn, subsidiary income statement balances that are denominated in currencies other than the U.S. dollar are translated into U.S. dollars, Ranpak’s functional currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the U.S. dollar are translated into U.S. dollars in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

Ranpak does not currently hedge its foreign currency transaction or translation exposure. As a result, significant currency fluctuations could impact the comparability of its results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact its cash flows. See “Qualitative and Quantitative Disclosures About Market Risk.”

Acquisitions.  On February 28, 2017, Ranpak acquired e3neo for total consideration of $3.3 million, including contingent consideration of $1.1 million which was paid in full in 2018, plus an earn-out opportunity, which was not earned and, in April 2020, we entered into a settlement arrangement with the former majority owner of e3neo to provide, among other things, for a payment to the earn-out counterparties in the amount of approximately$1.6 million.  All amounts were paid by the end of October 2020.  See Note 10, “Acquisition” to our consolidated financial statements included elsewhere in this Report.  

In October 2020, we acquired certain amortizable intangible assets, including patents and other intellectual property, from a European manufacturer in a €1.1 million (or $1.3 million) asset acquisition transaction.  Please refer to Note 9, “Goodwill, Long-Lived, and Intangible Assets, net” to our consolidated financial statements included elsewhere in this Report for further detail.  

While recent acquisitions have been relatively small, any significant future business acquisitions may impact the comparability of Ranpak’s results in future periods with those for prior periods.

Impact of the COVID-19 Pandemic.  The COVID-19 pandemic has resulted in rapid changes in market and economic conditions around the world as COVID-19 continues to spread.  We qualify as an “emerging growth company”derive a significant portion of our revenue from sales of Void-Fill, Cushioning and underWrapping solutions to e-commerce end-users and demand from these end-users has been strong, offsetting reductions in demand for these products from customers in other industries.  However, social distancing and similar measures adopted in many jurisdictions around the JOBS Act are allowedworld have impacted our ability to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards,demonstrate and install our protective packaging systems and Automation products and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

To date, our effortsdemonstrations and installations have been delayed.  If social distancing measures continue for an extended period of time, growth in our protective packaging system base, acquisition of new customers and sales of Automation products may be adversely affected.  We believe that these impacts are not unique to us and that our industry competitors have been impacted in a similar fashion.  We are deemed an essential business under the Memorandum on Identification of Essential Critical Infrastructure Workers During COVID-19 Response issued by the United States Cybersecurity and Infrastructure Security Agency and pursuant to state decisions in states where our domestic production and distribution facilities are located.  We continue to operate our production and distribution facilities, both domestically and internationally, albeit subject to social distancing and other measures to promote a safe operating environment.  While we have experienced limited delays in receiving certain supplies we use to organizational activitiesassemble our packaging systems, to date, these measures have not materially impacted the cost of producing and activities relatingdistributing our products, the cost and availability of raw materials and components, and we have encountered minimal disruption in our ability to the initial public offeringfulfill customer orders.  We continue to monitor our liquidity position closely and the identification and evaluationhave extended payment terms to certain of prospective acquisition targets for a business combination. We have neither engaged in any operations nor generated any revenues. At December 31, 2017, the net proceedsour customers when necessary, while correspondingly seeking extended terms from our initial public offering and the sale of the Private Placement Warrants held in the Trust Account were comprised entirely of cash. We invested the funds held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term nature of the money market fund’s investments,key suppliers.  While we do not believe that there will be an associatedcurrently expect COVID-19 to have a material exposure to interest rate risk.

At December 31, 2017, $300,000,000 was held inimpact on our business, results of operations, financial condition or liquidity, at the Trust Account fortime of this filing, we cannot predict the purposes of consummating a business combination. If we complete a business combination within 24 months after the closing of our initial public offering, funds in the Trust Account will be used to pay for the business combination, redemptions of Class A ordinary shares, if any, deferred underwriting compensation of $6,000,000 and accrued expenses related to the business combination. Any funds remaining will be made available to us to provide working capital to finance our operations.

We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market riskextent to which we are exposed.

will ultimately be impacted due to the evolving and highly uncertain nature and duration of the COVID-19 pandemic.  See “Risk Factors” located previously in this Report.  We will continue to evaluate the nature and extent of the impact to our business, results of operations, financial condition, and cash flows.

ONE MADISON CORPORATIONKey Performance Indicators and Other Factors Affecting Performance

Ranpak uses the following key performance indicators and monitors the following other factors to analyze its business performance, determine financial forecasts, and help develop long-term strategic plans:

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ToProtective Packaging Systems Base — Ranpak closely tracks the Boardnumber of Directorsprotective packaging systems installed with end-users as it is a leading indicator of underlying business trends and Shareholdernear-term and ongoing net revenue expectations. Ranpak’s installed base of

One Madison Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet protective packaging systems also drives its capital expenditure budgets.  The following table presents Ranpak’s installed base of One Madison Corporation (the “Company”)protective packaging systems by product line as of December 31, 2017,2020 and the related statements of operations, changes in shareholders’ equity and cash flows, for the period from July 13, 2017 (date of inception) to December 31 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the period from July 13, 2017 (date of inception) to December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.2019:

Basis for Opinion

These financial statements are the responsibilityPaper Costs.  Paper is a key component of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)Ranpak’s cost of sales and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawspaper costs can fluctuate significantly between periods. Ranpak purchases both 100% virgin and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit are accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,100% recycled paper, as well as evaluatingblends, from various suppliers for conversion into the overall presentationpaper consumables it sells. The cost of paper supplies is Ranpak’s largest input cost, and it negotiates supply and pricing arrangements with

most of its paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices Ranpak negotiates with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of Ranpak’s control, including supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy and chemicals. The market for Ranpak’s solutions is competitive and it may be difficult for Ranpak to pass on increases in paper prices to its customers immediately, or at all, which has in the past and could in the future adversely affect its operating results.

Basis of Presentation

Net Revenue.  Revenue from contracts with customers is recognized using a five-step model consisting of the financial statements. We believe that our audit providefollowing: (1) identify the contract with a reasonable basiscustomer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied when we transfer control of a good or service to a customer, which can occur over time or at a point in time. The amount of revenue recognized is based on the consideration to which we expect to be entitled in exchange for our opinion.

/s/ WithumSmith+Brown, PC

those goods or services, including the expected value of variable consideration. The customer’s ability and intent to pay the transaction price is assessed in determining whether a contract exists with the customer. If collectability of substantially all of the consideration in a contract is not probable, consideration received is not recognized as revenue unless the consideration is nonrefundable and we no longer have an obligation to transfer additional goods or services to the customer or collectability becomes probable.

We have servedsell our paper products to end-users primarily through an established distributor network and direct sales to select end-users. Our protective packaging solutions fall into four broad categories: Void-Fill, Cushioning, Wrapping, and End-of-Line Automation. The Void-Fill protective systems convert paper to fill empty spaces in secondary packages and protect objects. The Cushioning protective systems convert paper into cushioning pads. The Wrapping protective systems create pads or paper mesh to securely wrap and protect fragile items as well as to line boxes and provide separation when shipping multiple objects. The end-of-line Automation solutions include capital equipment which can size, pad, fill, flap, lid, tape and/or label the Company’s auditor since 2017.product in an integrated fashion with the speed and flow of the customer’s packaging line.

Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid.

New York, New YorkWe also charge many customers a quarterly/annual fee for the use of our protective packaging systems on a per-unit basis, which is generally billed in advance, recorded as deferred revenue upon billing and subsequently recorded as net revenue on a straight-line basis when earned over the period. Net revenue also includes sales of Ranpak Automation’s highly automated box sizing system to certain higher volume customers. See Note 8, “Revenue Recognition, Contracts with Customers” to our consolidated financial statements included elsewhere in this Report.

Cost of Goods Sold.  Cost of goods sold consists primarily of raw materials, mainly paper, depreciation of protective packaging systems and salaries, wages, benefits and bonuses for employees and contractors engaged in the conversion and production of paper. For Ranpak Automation cost of sales consists of equipment components and related labor to assemble the end-of-line solutions. Costs related to systems maintenance billed to customers are recorded as cost of goods sold as incurred.

March 29, 2018Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses consist primarily of salaries, benefits, and bonuses for sales and marketing, executive, finance and accounting, human resources and administrative employees, third-party legal, accounting and other professional services, insurance (including auto, workers’ compensation and general liability), corporate travel and entertainment and facilities rent and utilities.

Transaction Costs. Transaction costs consist primarily of one-time professional fees and costs related to acquiring a business or engaging in equity transactions that are unable to be capitalized.

See accompanying notesDepreciation and Amortization Expense.  Depreciation and amortization expense is comprised primarily of amortization of customer and distributor relationships and to financial statements.

See accompanying notesa lesser extent building and leasehold improvements. Our intangible customer and distributor relationship assets are amortized on a straight-line basis over the useful life of the asset. All of these assets reflect the valuations ascribed to financial statements.

them through fair value accounting in conjunction with the Ranpak’s Business Combination.  Depreciation related to production equipment and our protective packaging systems is included in cost of goods sold.  

ONE MADISON CORPORATIONOther Operating Expense (Income), Net.  Other operating expense (income), net, includes losses on the return of equipment, mainly protective packaging systems, by customers, R&D expenses and litigation-related settlements. Returned systems are typically refurbished or disposed for salvage value.

Interest Expense.  Interest expense includes mainly the interest incurred and accrued on our outstanding indebtedness, as well as amortization of deferred financing costs, mainly debt origination and commitment fees.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYForeign Currency (Gain) Loss.  Foreign currency (gain) loss consists of foreign currency remeasurement, mainly consisting of conversion gains and losses on our Euro-denominated term facility, and, to a lesser extent, transaction losses and gains. See “— Factors Affecting the Comparability of Ranpak’s Results of Operations — Effect of Currency Fluctuations” above.

ForIncome Tax Expense (Benefit).  Income tax expense (benefit) consists mainly of taxes payable to national, state and local authorities. We follow the Period from July 13, 2017 (dateasset and liability method of inception) to December 31, 2017

See accompanying notes to financial statements.

ONE MADISON CORPORATION

STATEMENT OF CASH FLOWS

For the Period from July 13, 2017 (date of inception) to December 31, 2017

See accompanying notes to financial statements.

One Madison Corporation

Notes to Financial Statements

NOTE 1.   DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

One Madison Corporation (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on July 13, 2017. The Company was formedaccounting for income taxes. Under this method, deferred income taxes are recognized for the purposetax consequences of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses thattemporary differences between the Company has not yet identified (“Initial Business Combination”). Althoughfinancial statement carrying amounts and the Company is not limited to a particular industry or geographic region for purposes of consummating its Initial Business Combination, the Company intends to focus on North American or Western European Consumer Products related businesses with a particular sub-focus on companies in onetax basis of the following categories: (i) consumer productsassets and liabilities. In assessing the ability to realize deferred tax assets, we consider whether it is more likely than not that some portion, or services, (ii) food and beverage and (iii) adjacent manufacturing or industrial services businesses linked to a consumer end-user. The Company is an ’‘emerging growth company,’’ as defined in Section 2(a)all, of the Securities Actdeferred tax assets will not be realized. We evaluate for uncertain tax positions at each reported balance sheet date.

Emerging Growth Company.  Section 102(b)(1) of 1933, as amended, or the ’’Securities Act,’’ as modified by the Jumpstart Our Business Startups Act of 2012 (the ’‘(“JOBS Act’’Act”).

At December 31, 2017, the exempts an Emerging Growth Company had not yet commenced operations. All activity for the period from July 13, 2017 (date of inception) through December 31, 2017 relates to the Company’s formation and the proposed initial public offering (’‘Proposed Offering’’(“EGC”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31st as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 30,000,000 units at $10.00 per unit (or 34,500,000 units if the underwriters’ over-allotment option is exercised in full) (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in Note 3 (the “Proposed Offering”) and the sale of 8,000,000 warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is exercised in full) (“Private Placement Warrants”) at a price of  $1.00 per warrant in a private placement to the Company’s founder, Omar M. Asali, and the other Anchor Investors (as defined below) that will close simultaneously with the Proposed Offering. Upon the closing of the Proposed Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Offering, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Initial Business Combination and (ii) the distribution of the Trust Account as described below. On January 22, 2018, the Company consummated the Public Offering of 30,000,000 units (the “Units” and, with respect to the Company’s Class A ordinary shares, $0.0001 par value per share, included in the Units being offered, the “Public Shares”) generating gross proceeds of $300,000,000 which is described in Note 3.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with the Financial Accounting Standards Board (’‘FASB’’) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”In such case, the Company will proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial Business Combination and a majority of the shares voted are voted in favor of the Initial Business Combination. If a shareholder vote is not required by the law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 5) (subject to restrictions on voting applicable to one of the initial shareholders) and any Public Shares purchased during or after the Proposed Offering in favor of an Initial Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and, with respect to our initial shareholders other than the Anchor Investors (as defined below), Public Shares in connection with the completion of an Initial Business Combination.

Notwithstanding the foregoing, the Company’s Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Company’s sponsor, One Madison Group LLC, a Delaware limited liability company (“Sponsor”) and the Anchor Investors, together with any permitted transferees (collectively, the “initial shareholders”), have agreed not to propose an amendment to the Company’s Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Proposed Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).

The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the initial shareholders should acquire Public Shares in or after the Proposed Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of December 31, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, on January 22, 2018, the Company consummated its Public Offering of 30,000,000 units generating gross proceeds of $300,000,000 which alleviated any liquidity concerns.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.  The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.  The Company hasWe have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,we, as an emerging growth company,EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.  This may make comparison of the Company’sour financial statements with another public company whichthat is neithernot an emerging growth company norEGC or that is an emerging growth companyEGC which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Results of Operations

The following tables set forth Ranpak’s results of operations for 2020, the Successor Period, and the 1H 2019 Predecessor Period, with line items presented in millions of dollars.

The Ranpak Business Combination is accounted for under the scope of business combination guidance in ASC 805.  Accordingly, the Ranpak Business Combination is accounted for using the acquisition method which requires the Company to record the fair value of assets acquired and liabilities assumed from Rack Holdings (see Note 10, “Acquisition”).

In addition, in our discussion below, we include certain unaudited, non-GAAP pro forma data for 2020, the Successor Period, and the 1H 2019 Predecessor Period.  This data is based on our historical financial statements included elsewhere in this Report, adjusted (where applicable) to remove the effect of costs incurred to consummate the Ranpak Business Combination, other one-time costs incurred due to the Company entering into the Ranpak Business Combination and for purchase accounting adjustments related to the Ranpak Business Combination as well as to reflect a constant currency presentation between periods for the convenience of readers.  We refer to these data as pro forma data in our discussion.  However, such pro forma data have not been prepared in accordance with Article 11 of Regulation S-X.  We reconcile this data to our GAAP data for the same period under “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for 2020 and 2019.

Comparison of 2020 to the Successor Period and 1H 2019 Predecessor Period