☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

(Address of ~~Principal Executive Offices)~~principal executive offices) (Zip Code)

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of ~~May 9, 2018,~~April 25, 2024, the registrant had ~~30,000,000~~80,073,192 of its Class A ~~ordinary~~common shares, $0.0001 par value per share, outstanding and ~~11,250,000~~2,921,099 of its Class ~~B ordinary~~C common shares, $0.0001 par value per share, outstanding.

See ~~accompanying~~ notes to unaudited condensed consolidated financial statements.

~~One Madison Corporation~~See notes to unaudited condensed consolidated financial statements.

Note 1 — Nature of Operations

~~One Madison Corporation (the “Company”~~We are a leading provider of environmentally sustainable, systems-based, product protection solutions and end-of-line automation solutions for e-commerce and industrial supply chains. Through our proprietary protective packaging solutions (“PPS”) systems and paper consumables, we offer a full suite of protective packaging solutions. Our business is global, with a ~~blank check company incorporated~~strong presence in the ~~Cayman Islands~~United States and Europe. Throughout this report, when we refer to “Ranpak,” the “Company,” “we,” “our,” or “us,” we are referring to Ranpak Holdings Corp. and all of our subsidiaries, except where the context indicates otherwise.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements —These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2023, 2022, and 2021, which are included in our Annual Report on ~~July 13, 2017. The Company was formed~~Form 10-K for the ~~purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified~~year ended December 31, 2023 (“~~Initial Business Combination”~~2023 10-K”). Although 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 one of the following categories: (i) consumer products 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) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

~~At March 31, 2018, the Company had not yet commenced operations. All activity for the~~ three months ended March 31, 2018 relates to the Company’s formation and the initial public offering (“Public Offering”) 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 Public Offering. The Company has selected December 31st as its fiscal year end.

On January 22, 2018, the Company consummated the initial 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 founder, Omar M. Asali, the other Anchor Investors (as defined below) and certain entities affiliated with The Blackstone Group L.P. (the “BSOF Entities”) purchased an aggregate of 8,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per warrant, or approximately $8,000,000 in the aggregate, in a private placement simultaneously with the closing of the Public Offering (the “Private Placement”). The Private Placement Warrants are included in additional paid-in capital on the balance sheet.

~~Trust Account~~

The proceeds held in the U.S. based trust account at JP. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”), will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account2024 may be ~~used~~further referred to ~~pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.~~

The Company’s amended and restated Memorandum and Articles of Association provide that, other than the withdrawal of interest to pay income taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares included in the Units (the “Public Shares”) sold in the Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of such Class A ordinary shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units sold in the Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering, (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

~~Initial Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur 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. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors suchherein as the ~~timing~~“first quarter of 2024.” The three months ended March 31, 2023 may be further referred to herein as the ~~transaction and whether the terms~~“first quarter of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares of the Company, voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.2023.”

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “~~Distinguishing Liabilities from Equity~~.”

Pursuant to the Company’s amended and restated Memorandum and Articles of Association, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, 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 subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands’ law to provide for claims of creditors and the requirements of other applicable law. The Company’s sponsor, the BSOF Entities and the Anchor Investors, together with any permitted transferees (collectively, the “initial shareholders”), have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if initial shareholders acquire Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of presentation~~

The accompanying unaudited interim condensed consolidated financial statements ~~of the Company are presented~~have been prepared in ~~U.S. dollars in conformity~~accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and ~~pursuant~~with instructions to ~~the accounting~~Form 10-Q and ~~disclosure rules and regulations~~Rule 10-01 of the ~~SEC,~~Securities and ~~reflect~~Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although we believe that the disclosures made are adequate to make the information not misleading.

The interim condensed consolidated financial statements are unaudited but, in our opinion, include all adjustments ~~consisting only of normal recurring adjustments, which~~that are ~~in the opinion of management,~~ necessary for a fair ~~presentation of the financial position as of March 31, 2018 and the results~~statement of operations and ~~cash flows~~financial position for the periods presented. ~~Certain information and disclosures normally included in~~The interim financial ~~statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim~~ results are not necessarily indicative of results that may be expected for ~~a full~~any other interim period or the fiscal year.

Principles of Consolidation — The ~~accompanying~~ unaudited interim condensed consolidated financial statements ~~should be read in conjunction with~~include the ~~audited financial statements and notes thereto included in the Form 10-K filed by~~accounts of the Company and its wholly-owned subsidiaries prepared in conformity with ~~the SEC on March 29, 2018~~U.S. GAAP. All intercompany balances and ~~with the audited balance sheet included~~transactions have been eliminated in ~~the Form 8-K filed by the Company with the SEC on January 22, 2018.~~

~~Emerging growth company~~

~~The Company is an “emerging growth company,” as defined~~consolidation. All amounts are in ~~Section 2(a) of the Securities Act, as modified by the JOBS Act,~~millions, except share 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.per share amounts.

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 election to opt out is irrevocable. The Company has 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, 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 the Company’s 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 accounting standards used.

Use of ~~estimates~~

Estimates — The preparation of condensed consolidated financial statements in conformity with U.S. 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 date of the condensed consolidated 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 Actual results could differ ~~significantly~~ from these estimates and such differences could be material.

Foreign Currency — The nature of business activities involves the management of various financial and market risks, including those ~~estimates.~~related to changes in foreign currency exchange rates. We are subject to currency translation exposure because the operations of our 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 foreign currency (gains) losses in our Unaudited Condensed Consolidated Statements of Operations. In turn, subsidiary income statement balances that are denominated in currencies other than U.S. dollars (“USD”) are translated into USD, our reporting 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 USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

Revenue Recognition — Revenue from contracts with customers is recognized using a five-step model consisting of the following: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) 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 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

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

consideration is nonrefundable and we no longer have an obligation to transfer additional goods or services to the customer or collectability becomes probable.

We sell our PPS products to end-users primarily through an established distributor network and direct sales to select end-users. For both customer types, the customer is granted the right to use our machine(s) for which we charge an annual or quarterly fixed fee or may waive the fee at management’s discretion. Our revenue associated with our PPS business contains (i) a non-lease component (the paper consumables) accounted for as revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), and (ii) a lease component (our PPS systems) accounted for as machine lease revenue under ASC Topic 842, Leases (“ASC 842”). Machine lease revenue is recognized on a straight-line basis over the terms of the PPS systems agreements with customers, which have durations of less than one year.

In paper consumables sales for both distributor agreements and direct agreements, we have determined the contract to be a combination of the master service agreement (“MSA”) and purchase order (“PO”). The MSA contains general terms and conditions which govern the agreement, including general payment terms. Individual PO’s must be placed underneath the terms of the MSA to order specific paper products which we promise to deliver. The PO contains relevant details of the contract including the type of paper, quantity, unit price, total price, as well as payment terms and estimated delivery date. Under the MSA, multiple PO’s for one customer may be placed at or near the same time. In situations where there are multiple PO’s issued at or near the same time to the same customer, we treat each PO in combination with the MSA as a separate contract for revenue recognition purposes.

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Revenue for paper consumables is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is based on a fixed fee that is recognized straight-line on the basis that the level of effort is consistent over the term of the contract.

We determine the standalone selling price for a performance obligation sold on a standalone basis. We offer rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and our efforts to provide consumables. We allocate a percentage of PPS paper revenue to machine lease revenue using the residual approach to estimate the standalone selling price of our PPS systems to customers. The allocation is performed based on the number of PPS systems in the field. We do not sell or transfer ownership of our PPS systems to our customers. Our lease agreements with customer for PPS systems are for one year or less and renew annually.

We have forms of variable consideration present in our contracts with customers, including rebates and other discounts. Charges for rebates and other allowances were approximately 12% and 14% of revenue in the three months ended March 31, 2024 and 2023, respectively. For all contracts that contain a form of variable consideration, we estimate at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determine how much consideration is payable to the customer or how much consideration we would be able to recover from the customer based on the structure of the type of variable consideration, using either the expected value method or the most likely amount method. In most cases, the variable consideration in contracts with customers results in amounts payable to the customer by the Company. We adjust the contract transaction price based on any changes in estimates each reporting period and perform an inception to date cumulative adjustment to the amount of revenue previously recognized. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

To provide Automation solution goods and services, an agreement is documented and agreed to between Ranpak and the customer. This is in the form of a proposal contract for automation machines with separate proposals for related goods and services. Typically, machines have their own proposal, and other related goods and services such as preventative maintenance, and spare parts have a separate proposal with these goods and services all detailed. These written agreements outline the terms and conditions for respective transactions between us and our customers and represent contracts with enforceable rights. For each type of contract, there are various levels of termination provisions for each party.

We recognize revenue from each Automation product separately, on a contract-by-contract basis (i.e., by individual machine). Each contract represents its own unit of accounting. Our Automation machines are highly customized to customer specific needs and termination is only allowed in the case of breach of contract. As such, we are entitled to all consideration from the production of the machine. We cannot sell the machine to another customer due to the level of customization and, as such, there is not an alternative use for the product produced. Because of these factors, we recognize machine revenue over time on a contract-by-contract basis using an

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

input method, based on the percentage of costs and effort incurred to complete the construction of the machine. We also sell extended warranties, preventative maintenance services, spare parts and spare part packages related to our sale of Automation products. We recognize revenue on maintenance contracts and spare parts separately from their Automation products. Revenue for the sale of spare parts is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is based on a fixed fee that is recognized straight-line on the basis that the level of effort is consistent over the term of the contract.

We recognize incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. For example, we generally expense sales commissions when incurred because the contract term is less than one year. These costs are recorded within selling, general and administrative (“SG&A”) expenses in our Unaudited Condensed Consolidated Statements of Operations. We elected to account for shipping and handling costs as fulfillment activities.

Sales, value-added, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue on the Unaudited Condensed Consolidated Statements of Operations.

Goodwill and Identifiable Intangible Assets, net — Goodwill represents the excess of purchase price over the fair value of net assets acquired. Trademarks and trade names are accounted for as indefinite-lived intangible assets and, accordingly, are not subject to amortization. We review goodwill on a reporting unit basis and indefinite-lived assets for impairment annually on October 1st and on an interim basis whenever events or changes in circumstances indicate the carrying value of goodwill or indefinite-lived intangible assets may be impaired.

As of March 31, 2024, there were no indicators to suggest that it is more likely than not that the fair value of our reporting units and indefinite-lived assets were below their carrying values.

Recently Issued Accounting Standards — In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280). This ASU is intended to improve financial reporting by providing additional disclosures regarding a company’s segment expenses and more detailed and timely segment information reporting throughout the fiscal period. The amendment requires companies to disclose, on an interim and annual basis, significant segment expenses that are regularly provided to the Chief Operating Decision Making (“CODM”), report an “other segment items” category which represents the difference between segment revenue less the significant expenses along with a description of composition, clarify if the CODM uses more than one measure of a segment’s profit or loss, and disclose the title and position of the CODM along with an explanation of how the CODM uses the reported measures. All annual disclosures required by Topic 280, Segment Reporting, will also be required for all interim periods. The amendment does not change how a company identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU will be effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all periods presented. We are in the process of evaluating the impact of the future adoption of this standard on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require us to provide a tabular rate reconciliation that reconciles income tax attributable to continuing operations to the statutory federal income tax applied to our pre-tax income from continuing operations, including the nature and amount of significant reconciling items, and will require disclosure of additional disaggregated information on income taxes paid. ASU 2023-09 will become effective for us for annual periods beginning after December 15, 2024. Early adoption is permitted. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

Note 6 — Goodwill and Intangible Assets, net

Goodwill

The following table shows our goodwill balances by operating segment that are aggregated into one reportable segment:


	North America		Europe			Total
Balance at December 31, 2023	$	338.8	$	111.3		$	450.1
Currency translation		-		(2.5	)		(2.5	)
Balance at March 31, 2024	$	338.8	$	108.8		$	447.6

Intangible Assets, net

The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives:


	March 31, 2024							December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Customer/distributor relationships	$	196.4	$	(63.1	)	$	133.3	$	198.8	$	(60.6	)	$	138.2
Patented/unpatented technology		171.6		(74.9	)		96.7		171.7		(70.9	)		100.8
Intellectual property		0.5		(0.3	)		0.2		0.5		(0.3	)		0.2
Total definite-lived intangible assets		368.5		(138.3	)		230.2		371.0		(131.8	)		239.2
Trademarks/tradenames with indefinite lives		106.2		-			106.2		106.2		-			106.2
Identifiable intangible assets, net	$	474.7	$	(138.3	)	$	336.4	$	477.2	$	(131.8	)	$	345.4

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at March 31, 2024:


Year	Amount
2024	$	21.7
2025		28.5
2026		28.1
2027		28.0
2028		28.0
Thereafter		95.9
	$	230.2

Amortization expense was $7.2 million and $7.2 million in the first quarter of 2024 and 2023, respectively.

The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of March 31, ~~2018.~~2024.


		Remaining Weighted-Average Useful Life
Customer/distributor relationships		10
Patented/unpatented technology		7
Intellectual property		7
Total identifiable assets, net with definite lives		9

Note 7 — Long-Term Debt

~~Cash~~In 2019, the Company entered into a First Lien Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), which consists of senior secured credit facilities of a $378.2 million USD-denominated first lien term facility (the “First Lien Dollar Term Facility”), a €140.0 million ($144.3 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, ~~marketable securities held~~together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures in ~~Trust Account~~June 2026 and the Revolving Facility matures in June 2025. Borrowings under the Facilities, at our option, bear interest at either (1) an adjusted eurocurrency rate or the secured overnight financing rate (“SOFR”), or (2) a base rate, in each case plus an applicable margin. The applicable margin is 3.75% with respect to eurocurrency borrowings or SOFR borrowings, as applicable, and 2.75% with respect to base rate borrowings, in each case assuming a first lien net leverage ratio of less than 5.00:1.00, subject to a leverage-based step-up to an applicable margin equal to 4.00% for eurocurrency borrowings and SOFR borrowings, as applicable, and 3.00% with respect to base rate borrowings. The interest rate for the First Lien Dollar Term Facility as

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

At(in millions, except share and per share data)

of March 31, ~~2018, assets held~~2024 and December 31, 2023, was 9.43% and 9.44%, respectively. The interest rate for the First Lien Euro Term Facility as of March 31, 2024 and December 31, 2023, was 7.86% and 7.86%, respectively.

As of March 31, 2024 and December 31, 2023, no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5.0 million. As of March 31, 2024, we had $3.6 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $41.4 million.

Long-term debt consisted of the following:


	March 31, 2024			December 31, 2023
First Lien Dollar Term Facility	$	250.0		$	250.0
First Lien Dollar Term Facility exit fees payable		2.5			2.5
First Lien Euro Term Facility		144.3			148.8
First Lien Euro Term Facility exit fees payable		1.5			1.5
Finance lease liabilities		2.2			1.9
Equipment financing		2.5			2.7
Deferred financing costs, net		(6.3	)		(7.1	)
Total debt	$	396.7		$	400.3
Less: current portion of long-term debt		(1.6	)		(1.6	)
Less: current portion of finance lease liabilities		(1.0	)		(0.9	)
Long-term debt	$	394.1		$	397.8

The Credit Agreement contains customary events of default, representations and warranties, and affirmative and negative covenants, including restrictions on certain of the Company’s subsidiaries’ ability to incur additional debt and liens or undergo certain fundamental changes, as well as certain financial tests and ratios. We were in compliance with all financial covenants as of March 31, 2024. The Credit Agreement also has customary mandatory prepayment provisions, including the requirement for the borrowers under the Credit Agreement to apply excess cash flow to mandatorily prepay term loans under the Credit Agreement.

Fees due upon repayment of the Term Loans and Revolving Loan are as follows (in each case outstanding and effective as of the time of such payment):

•

If the repayment occurs after December 31, 2023, but prior to June 30, 2024 (the “Exit Payment Date”), 0.75% of the Initial Revolving Credit Commitments and Outstanding Term Loans outstanding at such time; or

•

If the repayment occurs after the Exit Payment Date, 1.00% of the Initial Revolving Credit Commitments and Outstanding Term Loans outstanding at such time.

As the Company expects repayment to occur after the Exit Payment Date, the Company has recorded fees equal to 1.00% of the Facilities, or approximately $5 million. These fees are included within the related balances of debt and deferred financing fees as of March 31, 2024. The Company evaluated the amendments to the Credit Agreement entered into during the second quarter of 2023, and determined that there were no provisions requiring bifurcation and treatment as a derivative, and that the transaction constituted a modification rather than an extinguishment.

Note 10 — Fair Value Measurement

Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

•

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques such as discounted cash flows for which all significant inputs are observable in the market or can be derived from observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activities. No financial instruments were measured using unobservable inputs.

The carrying values of cash and cash equivalents (primarily consisting of bank deposits and a money market fund), accounts receivable and accounts payable approximate their fair values due to the short-term nature of these instruments as of March 31, 2024 and December 31, 2023.

The interest rate swaps are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjustments for credit risk, each of which are considered Level 2 inputs. The cross-currency swap is valued utilizing forward and spot prices for currencies and SOFR forward curves, as applicable, which are considered Level 2 inputs. We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based upon valuation techniques using the best information available, which may include quoted market prices, and market comparables.

The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of our financial instruments as of March 31, 2024 and December 31, 2023:


			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3
March 31, 2024
Money market fund	$	16.8	$	16.8	$	-	$	-
Current and long-term debt		403.0		-		402.5		-
Interest rate swap agreements		1.7		-		1.7		-
Cross-currency swap agreement		4.4		-		4.4		-

December 31, 2023
Money market fund	$	17.6	$	17.6	$	-	$	-
Current and long-term debt		407.4		-		398.2		-
Interest rate swap agreements		3.2		-		3.2		-
Cross-currency swap agreement		6.3		-		6.3		-

Note 12 — Leases

We have operating and finance leases for automobiles, machinery, equipment, warehouses, and office buildings. Our leases have remaining terms ranging from less than one year to 15 years, some of which include options to extend the leases from one to five years, and some of which include options to terminate the leases within one year.

Supplemental balance sheet information related to leases was as follows:


	Classification	March 31, 2024		December 31, 2023
Lease assets
Operating lease right-of-use assets, net	Assets	$	23.0	$	23.7
Finance lease right of use assets, net	Property, plant, and equipment, net		2.1		1.9
Total lease assets		$	25.1	$	25.6
Lease liabilities
Operating lease liabilities, current	Current liabilities	$	3.8	$	3.8
Operating lease liabilities, non-current	Non-current liabilities		23.4		24.7
Finance lease liabilities, current	Current portion of long-term debt		1.0		0.9
Finance lease liabilities, non-current	Long-term debt		1.2		1.0
Total lease liabilities		$	29.4	$	30.4

The components of lease costs included in our Unaudited Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended March 31,
	2024		2023
Operating leases
Operating lease costs	$	1.3	$	1.0
Variable lease costs		0.2		0.1
Short-term lease costs		0.2		0.2
Total operating lease costs	$	1.7	$	1.3
Finance leases
Amortization of right-of-use asset	$	0.6	$	0.2
Interest on finance lease liabilities		0.1		-
Total finance lease costs	$	0.7	$	0.2

Maturities of lease liabilities as of March 31, 2024 are as follows:


	Operating			Finance			Total
2024	$	4.7		$	0.9		$	5.6
2025		6.1			0.9			7.0
2026		4.4			0.5			4.9
2027		3.0			0.1			3.1
2028		2.9			-			2.9
2029 and Thereafter		22.5			-			22.5
Total lease payments		43.6			2.4			46.0
Less lease interest		(16.3	)		(0.2	)		(16.6	)
Total lease liabilities	$	27.3		$	2.2		$	29.4

Additional information related to leases is presented as follows:

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)


	March 31, 2024	December 31, 2023
Operating leases
Weighted average remaining lease term	10.2 years	10.3 years
Weighted average discount rate	9.9%	10.0%
Finance leases
Weighted average remaining lease term	2.4 years	2.4 years
Weighted average discount rate	7.8%	7.2%

Supplemental cash flow information related to leases is presented as follows:


	Three Months Ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1.7	$	1.0
Financing cash flows from finance leases		0.3		0.2
Total cash paid	$	2.0	$	1.2
Leased assets obtained in exchange for new operating lease liabilities	$	0.1	$	18.0
Leased assets obtained in exchange for new finance lease liabilities		0.3		0.1
Right-of-use assets obtained in exchange for lease liabilities	$	0.4	$	18.1

Note 13 — Commitments and Contingencies

Litigation

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs as incurred.

We are subject to legal proceedings and claims that arise in the ordinary course of our business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these unaudited interim condensed consolidated financial statements related to contingencies for the three months ended March 31, 2024 and 2023.

Environmental Matters

Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. There are no amounts required to be reflected in these unaudited interim consolidated financial statements related to environmental contingencies.

Management believes the Company is ~~currently~~in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not ~~aware~~believe any environmental matters will have a material adverse effect on the Company’s future consolidated results of ~~any issues under review~~operations, financial position or cash flows.

Guarantees

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

We issue bank guarantees from time to time for various purposes that ~~could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.~~

~~There is currently no taxation imposed on income by the Government~~arise out of the ~~Cayman Islands. In accordance with Cayman income tax regulations, income taxes~~normal course of business. These amounts are ~~not levied~~immaterial for all periods presented.

Note 14 — Stock-Based Compensation

We record stock-based compensation at fair value on the ~~Company. Consequently, income taxes are not reflected~~date of grant and record the expense for these awards in SG&A expenses in our Unaudited Condensed Consolidated Statements of Operations on a ratable basis over the requisite employee service period. Stock-based compensation expense includes actual forfeitures incurred. For performance-based awards, including performance-based restricted stock units (“PRSUs”) and our 2021 LTIP PRSUs, we reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when achievement of the performance condition is probable.

The table below summarizes stock-based compensation expense:


	Three Months Ended March 31,
	2024		2023
Stock-based compensation expense	$	1.3	$	2.8
Tax (expense) benefit for stock-based compensation		0.3		0.7
Stock-based compensation expense, net of tax	$	1.0	$	2.1

As of March 31, 2024, the pool of shares in the ~~Company’s financial statements.~~ Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time) is summarized as follows:


2019 Plan	Quantity
As of January 1, 2024		5,885,434
Awards granted		(1,586,846	)
Awards forfeited		1,040,445
Available for future awards		5,339,033

Activity related to our restricted stock units (“RSUs”), PRSUs, and Director Stock Units is as follows:

~~Net Income~~


	RSUs					PRSUs					Director Stock Units
	Quantity			Weighted Average Grant Date Fair Value		Quantity			Weighted Average Grant Date Fair Value		Quantity			Weighted Average Grant Date Fair Value
Outstanding at beginning of year		948,781		$	6.17		3,289,213		$	16.44		216,720		$	3.23
Granted		963,266		$	5.40		607,470		$	4.39		16,110		$	5.82
Released		(128,488	)	$	7.44		(295,411	)	$	15.37		(16,110	)	$	5.82
Forfeited		(42,977	)	$	6.96		(997,468	)	$	6.91		-		$	-
Outstanding at March 31, 2024		1,740,582		$	5.64		2,603,804		$	17.40		216,720		$	3.23

Note 16 — Transactions with Related Parties

~~Related Party Loans~~

In ~~order to finance transaction costs in connection~~2019, upon the closing of Ranpak’s business combination with One Madison Corporation, Ranpak entered into a shared services agreement (the “Shared Services Agreement”) with an ~~Initial Business Combination, an affiliate of~~entity controlled by our chief executive officer, One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may ~~but is not obligated~~provide, or cause to ~~loan~~be provided, certain services to Ranpak. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires Ranpak to indemnify the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company 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 for working capital purposes. 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 an Initial 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. The warrants would be identical to the Private Placement Warrants.

~~NOTE 6. COMMITMENTS & CONTINGENCIES~~

~~Registration Rights~~

The holders of the Founder Shares and Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to the registration rights agreement entered into concurrently with the closing of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurredSponsor in connection with the ~~filing of any such registration statements.~~

~~Forward Purchase Agreement~~

In October 2017, the Company entered into forward purchase agreements pursuant to which certain investors agreed to purchase an aggregate of 15,000,000 Class A ordinary shares and Class C ordinary shares (collectively, the “Forward Purchase Shares”), plus an aggregate of 5,000,000 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $10.00 per Class A ordinary share or Class C ordinary share, as applicable, in a private placement which occurred concurrently with the closing of the Initial Business Combination. In connection with these agreements, the Company issued to such investors an aggregate of 3,750,000 Founder Shares for $0.01 per share and received gross proceeds of $37,500. The Founder Shares issued to such investors are subject to similar contractual conditions and restrictions as the Founder Shares issued to the Sponsor. The Anchor Investors will have redemption rights with respect to any Public Shares they own. The forward purchase agreements also provide that the investors are entitled to a right of first refusal with respect to any proposed issuance of additional equity or equity-linked securities (including working capital loans that are convertible into Private Placement Warrants)services provided by the ~~Company~~Sponsor to Ranpak. Total fees under the agreement were not material for ~~capital raising purposes, or if~~ the ~~Company offers or seeks commitments~~first quarter of 2024 and 2023. Total fees under the agreement amounted to approximately $0.1 million and $0.1 million for ~~any equity or equity-linked securities to backstop any such capital raise, in connection with~~ the ~~closing of~~three months ended March 31, 2024 and 2023, respectively.

Note 17 — Shareholders' Equity

On July 26, 2022, the Initial Business Combination (other than the Units the Company offered in the Public Offering their component Public Shares and Public 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, the Forward Purchase Warrant and the Private Placement Warrants) and registration rights with respect to the (A) Forward Purchase Shares, Forward Purchase Warrants, and Class A ordinary shares and Class C ordinary shares underlying their Forward Purchase Warrants and their Founder Shares, and (B) any other Class A ordinary shares or warrants acquired by the Anchor Investors, including any time after we complete our Initial Business Combination. 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. The amended and restated Memorandum and Articles of Association provide that the Class C ordinary shares may be converted into Class A ordinary shares onDirectors authorized a ~~one-for-one basis at the election of the holder with 65 days written notice or upon the transfer of such Class C ordinary shares to a non-affiliate of the holder.~~

~~Deferred Legal Fees~~

The Company is obligated to pay deferred legal fees of $800,000 upon the consummation of a Business Combination for services in connection with the Initial Public Offering. If no Business Combination is consummated, the Company will not be obligated to pay such fee.

~~NOTE 7. SHAREHOLDERS’ EQUITY~~

~~Class A Ordinary Shares~~ ~~— The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders~~general share repurchase program of the Company’s Class A ~~ordinary shares are entitled~~common stock of up to ~~one vote for each share. At March 31, 2018, there were 30,000,000 shares of~~$50.0 million, with a 36-month expiration. These Class A ~~of which 28,541,545 shares were classified outside of permanent equity.~~

~~Class B Ordinary Shares~~ — The Company is authorized to issue 25,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Company initially issued 8,625,000 Class B ordinary shares on July 18, 2017. This number included an aggregate of 1,125,000 ordinary sharescommon stock repurchases may occur in transactions that were forfeited since the over-allotment option in the Public Offering was not exercised by the underwriters. In connection with these forward purchase agreements discussed in Note 5, the Company issued to such investors an aggregatemay include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of ~~3,750,000 Founder Shares for $0.01 per share and received gross proceeds of $37,500.~~

As of March 31, 2018, there were 11,250,000 Class B ordinary shares issued and outstanding. This number excludes an aggregate of 1,125,000 ordinary shares, which were forfeited in March 2018 as the over-allotment option was not exercised by the underwriters.

~~Class C Ordinary Shares~~ — The Company is authorized to issue 200,000,000 shares of Class C ordinary shares with a par value of $0.0001 per share. Following the consummation of the Company's Initial Business Combination, each issued Class C ordinary share shall be converted into one Class A ordinary share, subject to any necessary adjustments for any share splits, capitalizations, consolidations or similar transactions occurring in respect of the Class A ordinary shares or the Class C ordinary shares, (i) upon receipt by the Company of 65 days’ notice in writing from the registered holder of such Class C ordinary share to convert such Class C ordinary share, or (ii) automatically upon the transfer by the registered holder of such Class C ordinary share, whether or not for value, to a third party, except for transfers to a nominee or “affiliate” (as such term is defined in the Securities Exchange Act of ~~1934,~~1934. The timing and actual number of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors. There have been no repurchases executed to date.

Note 18 — Strategic Investments

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

As part of our strategy, we continuously evaluate opportunities for strategic investments that align with our mission. We account for these investments in non-public companies under the ASC Topic 321, Investments - Equity Securities, measurement alternative for equity securities without readily determinable fair values, as ~~amended) of such holder in a transfer that will not result in a change in beneficial ownership or to a person that already holds Class A ordinary shares. At March 31, 2018,~~ there are no ~~Class C ordinary shares issued~~quoted market prices for these investments. The investments are measured at cost, as adjusted for observable price changes, and are assessed for impairment whenever events or ~~outstanding.~~circumstances indicate that the carrying amount may not be recoverable.

~~Holders~~We hold investments in Pickle Robot Co. (“Pickle”) and Creapaper GmbH (“Creapaper”). Pickle is a robotics-solutions company which has developed robots for sorting, loading and unloading packaged goods. Creapaper uses a patented process to produce grass fiber, a raw material required for producing their grasspaper packaging products. As of ~~Class A ordinary shares~~December 31, 2023, we held investments in Pickle and ~~Class B ordinary shares will vote together as~~Creapaper of $9.4 million and $4.9 million, respectively. During the three months ended March 31, 2024, we invested an additional $0.5 million in Pickle in the form of a ~~single class on all matters submitted to a vote of shareholders except as required by law.~~ convertible note.

The ~~holders of Class C ordinary shares will not have the right to vote in general meetings of the Company.~~

~~Preference Shares~~ ~~— The Company is authorized to issue 1,000,000 preference shares with a par~~estimated fair value of ~~$0.0001 per share. At March 31, 2018, there are no preference shares issued or outstanding.~~our strategic investments were calculated using valuation techniques that included both observable and unobservable inputs. These valuation techniques included both Level 2 and Level 3 inputs as defined by ASC Topic 820, Fair Value Measurement.

Note 19 — Subsequent Events

~~Warrants~~— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has ~~agreed~~evaluated subsequent events through May 2, 2024, and has concluded no subsequent events have occurred that ~~as soon as practicable, but~~require disclosure, except for those referenced below.

Patent Litigation

On April 22, 2024, we entered into a settlement agreement (the “Settlement Agreement”) with a competitor (the “Defendant”) in ~~no event later than 30 business days, after~~connection with a patent infringement action we filed against the ~~closing~~Defendant regarding a patented feature on some of our machines. Pursuant to the ~~Initial Business Combination,~~Settlement Agreement, on April 24, 2024, we received a cash payment in the ~~Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act,~~amount of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,€15 million (approximately $16.1 million USD) and a ~~current prospectus relating thereto, until the expiration~~second cash payment of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation of the Company.

~~The Private Placement Warrants are identical~~€5 million (approximately $5.4 million USD) related to the ~~Public Warrants underlying the Units sold~~sale of two patents.

Strategic Investments - Pickle Robot Co.

On April 19, 2024, we invested an additional $4.3 million of cash in ~~the Public Offering, except that the Private Placement Warrants and the Class A ordinary~~exchange for preferred shares and Class C ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial Anchor Investors who purchased such warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than such Anchor Investors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per warrant;~~

●

~~upon a minimum of 30 days’ prior written notice of redemption; and~~

●

if, and only if, the last reported closing price of the public shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in ~~the warrant agreement.~~Pickle Robot Co. This investment complements our existing automation solutions.

The exercise price and number of Class A ordinary shares or Class C ordinary shares, as applicable, issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares or Class C ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants upon exercise. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~Note 8. Fair Value Measurements~~

The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

Description March 31,
2018 Quoted
Prices
in Active
Markets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3)
Cash and Investments held in Trust Account $ 300,735,373 $ 300,735,373 $ — $ —

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

Cautionary Note Regarding Forward-Looking Statements

~~Except where~~This Quarterly Report on Form 10-Q contains “forward-looking statements” within the ~~context otherwise requires, all references~~meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, for example, statements about our expectations around the future performance of the business.

The forward-looking statements contained in this Quarterly Report on Form 10-Q 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 number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to:

•
our inability to secure a sufficient supply of paper to meet our production requirements;

•
the ~~“Company”, “we”, “us”, “our”~~impact of rising prices on production inputs, including labor, energy and freight on our results of operations;

•
the impact of the price of kraft paper on our results of operations;

•
our reliance on third party suppliers;

•
geopolitical conflicts and other social and political unrest or ~~similar words or phrases are to One Madison Corporation, a Cayman Islands exempted company,~~change;

•
the high degree of competition and ~~references to~~continued consolidation in the ~~“Sponsor” refer to One Madison Group, LLC, a Delaware limited liability company,~~markets in which we operate;

•
consumer sensitivity to increases in the prices of our ~~founder, Omar M. Asali, together~~products, changes in consumer preferences with respect to paper products generally or customer inventory rebalancing;

•
economic, competitive and market conditions generally, including macroeconomic uncertainty, the impact of inflation, and variability in energy, freight, labor and other input costs;

•
the loss of certain ~~affiliates, holds~~customers;

•
our failure to develop new products that meet our sales or margin expectations or the failure of those products to achieve market acceptance;

•
our ability to achieve our environmental, social and governance (“ESG”) goals and maintain the sustainable nature of our product portfolio and fulfill our obligations under evolving ESG standards;

•
our ability to fulfill our obligations under new disclosure regimes relating to environmental, social and governance matters, such as the European Sustainability Disclosure Standards recently adopted by the European Union (“EU”) under the EU’s Corporate Sustainability Reporting Directive (“CSRD”);

•
our future operating results fluctuating, failing to match performance or to meet expectations;

•
our ability to fulfill our public company obligations; and

•
other risks and uncertainties indicated from time to time in filings made with the SEC.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a ~~controlling 80% ownership interest.~~ result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis ofis intended to help the ~~Company’s~~reader understand our business, financial condition, ~~and~~ results of operations, liquidity and capital resources. You should be read this discussion in conjunction with the sections entitled “Risk Factors”

and “Forward-Looking Statements,” and our financial statements and ~~the~~related notes ~~thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~

~~Cautionary Note Regarding Forward-Looking Statements~~

~~All statements other than statements of historical fact~~ included in this Quarterly Report on Form 10-Q ~~including, without limitation, statements under~~as well as the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~regarding~~of Ranpak included in our ~~financial position, business strategy~~2023 10-K, filed with the SEC on March 14, 2024. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report on Form 10-Q.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and ~~objectives~~expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of ~~management for future operations, are forward looking statements. When used~~the Company's control. The Company’s actual results could differ materially from those discussed in this Form 10-Q, 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 lookingthese forward-looking statements. Factors that ~~might~~could cause or contribute to such ~~a discrepancy~~differences include, but are not limited to, those ~~described~~identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection 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 commitment to environmental sustainability. We provide our paper-based Protective Packaging Solutions (“PPS”) systems and paper consumables to our distributors and certain select end-users. We operate manufacturing facilities in the United States and Europe. For our Automation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands. R Squared Robotics, a division of Ranpak, uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions. We also maintain sales and administrative offices in Brazil, France, the Czech Republic, China, Japan, and Singapore. We are a global business that generated approximately 59% of our 2023 net revenue outside of the United States.

As of March 31, 2024, we had an installed base of approximately 140.8 thousand PPS systems serving a diverse set of distributors and end-users. We generated net revenue of $85.3 million and $81.2 million in the three months ended March 31, 2024 and 2023, respectively.

Key Performance Indicators and Other Factors Affecting Performance

We use the following key performance indicators and monitor the following other ~~Securities~~factors to analyze our business performance, determine financial forecasts, and ~~Exchange Commission (“SEC”) filings. Such forward looking statements are based on~~help develop long-term strategic plans.

PPS Systems Base — We closely track the ~~beliefs~~number of ~~management,~~PPS systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net sales expectations. Our installed base of PPS systems also drives our capital expenditure budgets. The following table presents our installed base of PPS systems by product line as of March 31, 2024 and 2023:


	March 31, 2024		March 31, 2023		Change			% Change
PPS Systems	(in thousands)
Cushioning machines		34.7		35.0		(0.3	)		(0.9	)
Void-Fill machines		83.4		82.3		1.1			1.3
Wrapping machines		22.7		22.3		0.4			1.8
Total		140.8		139.6		1.2			0.9

Paper and Other Costs. Paper is a key component of our cost of goods sold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as ~~assumptions made~~blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our 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 we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and ~~information currently available~~demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy, and chemicals. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our ~~management. No assurance can be given that results~~customers immediately, or at all, which has in ~~any forward-looking statement~~the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict our ability to pass these costs on to our customers and how much of these increases we will be ~~achieved~~able to pass on to our customers. As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.

Effect of Currency Fluctuations. As a result of the geographic diversity of our operations, we are exposed to the effects of currency translation, which has affected the comparability of our results of operations between the periods presented in this report and ~~actual~~may

affect the comparability of our results ~~could~~of operations in future periods. Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, or when we realize gain or loss on intercompany transfers. While we seek to limit currency transaction exposure by matching the currencies in which we incur sales and expenses, we may not always be ~~affected by one~~able to do so.

In addition, we are subject to currency translation exposure because the operations of our 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 ~~more factors, which could cause them~~loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations. In turn, subsidiary income statement balances that are denominated in currencies other than USD are translated into USD, our reporting 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 USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

We hedge some of our exposure to ~~differ materially. The cautionary statements made~~foreign currency translation with a cross-currency swap. Refer to Note 8 - Derivative Instruments to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for additional information. Significant currency fluctuations could impact the comparability of results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows. See “Qualitative and Quantitative Disclosures About Market Risk.”

Inflationary Pressures and Other Costs. We have continued to experience inflationary pressures in 2024, which have adversely impacted some of our end-users, such as automotive companies; distributors; electronic manufacturers; machinery manufacturers; home goods manufacturers; e-commerce and mail order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue. Higher costs due to inflation were partially offset by price increases, which mitigated the impact on our operating results. However, our ability to predict or further offset inflationary cost increases in the future or during economic downturns or recessions may be limited or impacted by heightened competition for net revenue, an unwillingness by our customers to accept price increase or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated increases in interest rates and borrowing costs may also impact the ability of some of our end-users and suppliers to obtain funds for operations and capital expenditures, which 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 end-users, which could impact our cash flows. As a result, to the extent inflationary pressures continue, we expect additional pressure on our net revenue and gross margin. We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.

Seasonality. Approximately 30% of our net revenue in 2023, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.

Results of Operations

Our condensed consolidated financial statements are prepared in accordance with GAAP. We have, however, also presented below Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA (“AEBITDA”), which are non-GAAP financial measures. We have included EBITDA and AEBITDA because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Adjusting AEBITDA for comparability for constant currency also assists in this comparison as it allows a better insight into the performance of our businesses that operate in currencies other than our reporting currency. Before consolidation, our Europe/Asia financial data is derived in Euros. To calculate the adjustment that we apply to present AEBITDA on a constant currency basis, we multiply this Euro-derived data by 1.15 to reflect an exchange rate of 1 Euro to 1.15 USD, which we believe is a reasonable exchange rate to use to give a stable depiction of the business without currency fluctuations between periods, to calculate Europe/Asia data in constant currency USD. An exchange rate of 1.15 approximates the average exchange rate of the Euro to USD over the past five years. We also present non-GAAP constant currency net revenue and derive it in the same manner. We believe that EBITDA and AEBITDA provide useful

information to investors and others in understanding and evaluating the Company’s operating results in the same manner as our management and Board of Directors.

However, EBITDA and AEBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA and AEBITDA should not be ~~read~~viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being ~~applicable~~depreciated and amortized may have to be replaced in the future, and EBITDA and AEBITDA do not reflect all ~~forward-looking~~cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•

AEBITDA does not consider the potentially dilutive impact of equity-based compensation;

•

EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

•

AEBITDA does not take into account any restructuring and integration costs;

•

AEBITDA is presented on a constant currency basis and gives effect to the impact of currency fluctuations

•

while EBITDA for all periods herein has been reported without giving effect to constant currency adjustments, we have previously presented EBITDA on a constant currency basis, which reduces its usefulness as a comparative measure to certain of our historical results that are not presented in this report; and

•

other companies, including companies in our industry, may calculate EBITDA and AEBITDA differently, which reduces their usefulness as comparative measures.

EBITDA — EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA — AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items; as further adjusted to reflect the performance of the business on a constant currency basis.

In addition, in our discussion below, we include certain other unaudited, non-GAAP constant currency data for the three months ended March 31, 2024 and 2023. This data is based on our historical financial statements ~~whenever they appear~~included elsewhere in this Quarterly ~~Report. For these statements, we claim~~Report on Form 10-Q, adjusted (where applicable) to reflect a constant currency presentation between periods for the ~~protection~~convenience of readers. We reconcile this data to our GAAP data for the same period under “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for the three months ended March 31, 2024 and 2023.

The following tables set forth our results of operations for the three months ended March 31, 2024 and 2023 with line items presented in millions of dollars.

Comparison of First Quarter of 2024 to First Quarter of 2023


	Three Months Ended March 31,
	2024			2023			$ Change			% Change
Net revenue	$	85.3		$	81.2		$	4.1			5.0
Cost of goods sold		53.0			53.7			(0.7	)		(1.3	)
Gross profit		32.3			27.5			4.8			17.5
Selling, general and administrative expenses		27.9			27.2			0.7			2.6
Depreciation and amortization expense		8.4			8.0			0.4			5.0
Other operating expense, net		0.8			1.2			(0.4	)		(33.3	)
Loss from operations		(4.8	)		(8.9	)		4.1			(46.1	)
Interest expense		6.2			5.7			0.5			8.8
Foreign currency (gain) loss		(1.4	)		0.2			(1.6	)		(800.0	)
Other non-operating income, net		-			(0.3	)		0.3			(100.0	)
Loss before income tax benefit		(9.6	)		(14.5	)		4.9			(33.8	)
Income tax benefit		(1.5	)		(2.1	)		0.6			(28.6	)
Net loss	$	(8.1	)	$	(12.4	)	$	4.3			(34.7	)

Non-GAAP
EBITDA	$	15.4		$	7.5		$	7.9			105.3
AEBITDA (Constant Currency)	$	20.2		$	15.1		$	5.1			33.8

Net Revenue

The following tables and the discussion that follows compare our net revenue by geographic region and by product line for the first quarter of 2024 and 2023 on a GAAP basis and on a non-GAAP constant currency basis as described above and in the discussion below. See also “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for further detail:


	Three Months Ended March 31,
	2024		2023		$ Change			% Change
North America	$	31.9	$	31.1	$	0.8			2.6
Europe/Asia		53.4		50.1		3.3			6.6
Net revenue	$	85.3	$	81.2	$	4.1			5.0

Cushioning machines	$	37.3	$	37.6	$	(0.3	)		(0.8	)
Void-Fill machines		33.1		30.2		2.9			9.6
Wrapping machines		8.6		9.3		(0.7	)		(7.5	)
Other		6.3		4.1		2.2			53.7
Net revenue	$	85.3	$	81.2	$	4.1		$	5.0


	Non-GAAP Constant Currency
	Three Months Ended March 31,
	2024		2023		$ Change			% Change
North America	$	31.9	$	31.1	$	0.8			2.6
Europe/Asia		56.6		53.7		2.9			5.4
Net revenue	$	88.5	$	84.8	$	3.7			4.4

Cushioning machines	$	38.8	$	39.5	$	(0.7	)		(1.8	)
Void-Fill machines		34.1		31.3		2.8			8.9
Wrapping machines		8.9		9.6		(0.7	)		(7.3	)
Other		6.7		4.4		2.3			52.3
Net revenue	$	88.5	$	84.8	$	3.7			4.4

Net revenue for the first quarter of 2024 was $85.3 million compared to $81.2 million in the first quarter of 2023, an increase of $4.1 million or 5.0% year over year. Net revenue was positively impacted by increases in void-fill and other products, as well as a currency benefit of 0.7%, partially offset by decreases in cushioning and wrapping. Cushioning decreased $0.3 million, or 0.8%, to $37.3 million from $37.6 million; void-fill increased $2.9 million, or 9.6%, to $33.1 million from $30.2 million; wrapping decreased $0.7 million, or 7.5%, to $8.6 million from $9.3 million; and other sales increased $2.2 million, or 53.7%, to $6.3 million from $4.1 million for the first quarter of 2024 compared to the first quarter of 2023. Other net revenue includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field, such as systems accessories. The increase in net revenue is quantified by an increase in the volume of sales of our paper consumable products of approximately 5.3% and an increase of 2.7% in sales of automated box sizing equipment, partially offset by a 3.6% decrease in the price or mix of our paper consumable products. Constant currency net revenue was $88.5 million for the first quarter of 2024, a 4.4% increase from $84.8 million for the first quarter of 2023.

Net revenue in North America for the first quarter of 2024 totaled $31.9 million compared to $31.1 million in the first quarter of 2023. The increase of $0.8 million, or 2.6%, was primarily attributable to increases in void-fill and other sales, partially offset by decreases in cushioning and wrapping.

Net revenue in Europe/Asia for the first quarter of 2024 totaled $53.4 million compared to $50.1 million in the first quarter of 2023. The increase of $3.3 million, or 6.6%, was driven by increases from void-fill, wrapping and other sales, partially offset by a decrease in cushioning. Constant currency net revenue in Europe/Asia was $56.6 million for the first quarter of 2024, a $2.9 million, or 5.4%, increase from $53.7 million for the first quarter of 2023.

Cost of Goods Sold

Cost of goods sold for the first quarter of 2024 totaled $53.0 million, a decrease of $0.7 million, or 1.3%, compared to $53.7 million in the first quarter of 2023. The change was primarily due to lower input costs, offset by higher PPS volumes and currency headwinds of approximately 0.7% of the ~~safe harbor~~percentage increase over the prior year.

Selling, General and Administrative Expenses (“SG&A”)

SG&A for ~~forward-looking statements contained~~the first quarter of 2024 was $27.9 million, an increase of $0.7 million, or 2.6%, from $27.2 million in the ~~Private Securities Litigation Reform Act. Actual results could differ materially~~first quarter of 2023. The increase in SG&A was primarily attributable to increased employee compensation costs of $2.2 million, increased temporary labor costs of $0.7 million, increased bad debt expense of $0.7 million, increased third-party professional fees of $0.5 million, and $0.2 million from ~~those contemplated~~increased currency rate fluctuations compared to the first quarter of 2023. The increased costs were partially offset by a decrease in share-based compensation expense of $1.5 million. Increased costs from currency rate fluctuations contributed 0.7% of the percentage change over the prior year.

Depreciation and Amortization

Depreciation and amortization expense for the first quarter of 2024 was $8.4 million, an increase of $0.4 million, or 5.0%, from $8.0 million in the first quarter of 2023 primarily due to a $0.2 million increase in depreciation from leasehold improvements and a $0.2 million increase in finance lease amortization expense.

Other Operating Expense, Net

Other operating expense, net for the first quarter of 2024 was $0.8 million, a decrease of $0.4 million from $1.2 million in the first quarter of 2023. The decrease was primarily due to lower research and development costs in the current quarter compared to the same period in the prior year.

Interest Expense

Interest expense for the first quarter of 2024 was $6.2 million, an increase of $0.5 million, or 8.8%, from $5.7 million in the first quarter of 2023. The change was primarily due to increases in interest rates associated with our First Lien Credit Facilities compared to the first quarter of 2023 which resulted in additional interest expense of $1.5 million. We also incurred an additional $0.3 million of amortization related to deferred financing costs, partially offset by increased interest income from our cross-currency swap of $0.9 million and an increase of $0.5 million of interest income from our $200 million interest rate swap.

Foreign Currency (Gain) Loss

Foreign currency gain for the first quarter of 2024 was $1.4 million, a change of $1.6 million, from foreign currency loss of $0.2 million in the first quarter of 2023 due to the volatility in Euro exchange rates compared to USD.

Income Tax Benefit

Income tax benefit for the first quarter of 2024 was $1.5 million, or an effective tax rate of 15.8%. Income tax benefit was $2.1 million in the first quarter of 2023, or an effective tax rate of 14.4%. The fluctuation in the effective tax rate between periods was primarily attributable to a tax expense of $0.7 million related to stock-based compensation shortfall. The effective tax rate is less than the U.S. federal statutory rate due primarily to stock-based compensation adjustments, which is partially offset by the ~~forward-looking statements~~U.S. tax credits available in the U.S., and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Net Loss

Net loss for the first quarter of 2024 decreased $4.3 million to $8.1 million from a net loss of $12.4 million in the first quarter of 2023. The change was due to the reasons discussed above.

EBITDA and AEBITDA

EBITDA for the first quarter of 2024 was $15.4 million, an increase of $7.9 million, or 105.3%, compared to $7.5 million in the first quarter of 2023. AEBITDA for the first quarter of 2024 and 2023 totaled $20.2 million and $15.1 million, respectively, an increase of $5.1 million, or 33.8%.

Presentation and Reconciliation of GAAP to Non-GAAP Measures

As noted above, we believe that in order to better understand the performance of the Company, providing non-GAAP financial measures to users of our financial information is helpful. We believe presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively our operating performance and compare the results of our operations from period to period and against peers without regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as ~~a result~~an alternative to similar financial measures determined in accordance with GAAP. The computations of EBITDA and AEBITDA may not be comparable to other similarly titled measures of other companies. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, measures of financial performance as determined in accordance with GAAP or as indicators of operating performance.

The following tables and related notes reconcile certain ~~factors detailed~~non-GAAP measures, including the non-GAAP constant currency measures, to GAAP information presented in ~~our filings~~this Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and 2023:


	Non-GAAP Measures
	Three Months Ended March 31,
	2024			2023			$ Change			% Change
Net revenue	$	85.3		$	81.2		$	4.1			5.0
Cost of goods sold		53.0			53.7			(0.7	)		(1.3	)
Gross profit		32.3			27.5			4.8			17.5
Selling, general and administrative expenses		27.9			27.2			0.7			2.6
Depreciation and amortization expense		8.4			8.0			0.4			5.0
Other operating expense, net		0.8			1.2			(0.4	)		(33.3	)
Loss from operations		(4.8	)		(8.9	)		4.1			(46.1	)
Interest expense		6.2			5.7			0.5			8.8
Foreign currency (gain) loss		(1.4	)		0.2			(1.6	)		(800.0	)
Other non-operating income, net		-			(0.3	)		0.3			(100.0	)
Loss before income tax benefit		(9.6	)		(14.5	)		4.9			(33.8	)
Income tax benefit		(1.5	)		(2.1	)		0.6			(28.6	)
Net loss		(8.1	)		(12.4	)		4.3			(34.7	)

Depreciation and amortization expense – COS		10.4			8.3			2.1			25.3
Depreciation and amortization expense – D&A		8.4			8.0			0.4			5.0
Interest expense		6.2			5.7			0.5			8.8
Income tax benefit		(1.5	)		(2.1	)		0.6			(28.6	)
EBITDA(1)		15.4			7.5			7.9			105.3

Adjustments(2):
Unrealized (gain) loss translation		(1.4	)		0.2			(1.6	)		(800.0	)
Non-cash impairment losses		0.4			0.4			-			-
M&A, restructuring, severance		0.9			0.2			0.7			350.0
Share-based compensation expense		1.3			2.8			(1.5	)		(53.6	)
Amortization of cloud-based software implementation costs(3)		0.9			0.7			0.2			28.6
Cloud-based software implementation costs		0.5			1.2			(0.7	)		(58.3	)
SOX remediation costs		0.8			-			0.8		-
Other adjustments		0.4			1.3			(0.9	)		(69.2	)
Constant currency		1.0			0.8			0.2			25.0
Constant Currency AEBITDA(1)	$	20.2		$	15.1		$	5.1			33.8

(1) Reconciliations of EBITDA and AEBITDA for each period presented are to net (loss) income, the nearest GAAP equivalent.

(2) Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the ~~SEC. All subsequent written~~evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or ~~oral forward-looking statements attributable~~realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to usbe unusual, infrequent, or ~~persons acting on our behalf~~non-recurring.

(3) Represents amortization of capitalized costs related to the implementation of the global ERP system, which are ~~qualified~~included in ~~their entirety by this paragraph.~~SG&A.

Liquidity and Capital Resources

~~Overview~~

We ~~are a blank check company incorporated on July 13, 2017 as a Cayman Islands exempted company incorporated for the purpose~~evaluate liquidity in terms of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). We intend to effectuate our initial business combination using cash flows from ~~the proceeds of our initial public offering~~operations and other sources and the ~~Private Placement of the private placement warrants. We may also use our shares, debt or a combination of cash, equity and debt to effectuate our initial business combination.~~

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 thereof 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, following the expiration of the underwriters’ over-allotment option granted in the initial public offering, the Sponsor surrendered 1,125,000 Class B ordinary shares to the Company for no consideration, which the Company cancelled.

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 transfersufficiency of such ~~Class C ordinary share~~cash flows to ~~an unaffiliated third party.~~

~~Pursuant to the Strategic Partnership Agreement, the BSOF Entities have agreed to act as~~fund our ~~strategic partner~~operating, investing and ~~may provide debt or equity~~ financing in connection with our initial business combination, 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 similar 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, in the Initial Private Placement. Such Private Placement Warrants have the same terms and conditions as those purchased by our anchor investors. The BSOF Entities will be entitled to registration rights with respect any ordinary shares and warrants held by them.activities. We believe that our cash and cash equivalents of $55.1 million as of March 31, 2024, together with borrowing capacity under the ~~combination~~revolving portion of ~~capital provided by~~ our ~~anchor investors and a strategic partnership with the BSOF Entities~~senior secured credit facilities, will provide us with ~~a material advantage in effecting an initial business combination.~~sufficient resources to cover our current requirements.

~~Simultaneously with~~Our main liquidity needs relate to capital expenditures and expenses for the ~~closing~~production and maintenance of the initial public offering, the Company consummated the private placement (“Initial Private Placement”) of 8,000,000 warrants (“Private Placement Warrants”) each exercisable to purchase one Class A ordinary share or Class C ordinary share, as applicable,PPS systems placed 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 forend-user facilities, working capital, ~~purposes. The net proceeds deposited into~~including the ~~Trust Account remain~~purchase of paper raw materials, and payments of principal and interest on ~~deposit in the Trust Account earning interest.~~

~~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 March 31, 2018 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 costs and expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs and expenses associated with search for and diligence of, an initial business combination.outstanding debt. We expect our ~~expenses~~capital expenditures to increase ~~substantially after this period.~~

~~For the quarter ended March 31, 2018,~~as we ~~had net income of $588,617, which consisted of interest income held in the Trust Account offset by operating costs~~continue to grow our business, expand our manufacturing footprint, and ~~administrative fees.~~

~~Liquidity~~upgrade our existing systems and ~~Capital Resources~~

~~Until the consummation of~~facilities. We continue to evaluate our ~~initial public offering, our only source of liquidity was an initial sale of the founder shares~~inventory requirements and adjust according to our ~~Sponsor,~~volume forecasts. Our future capital requirements and the ~~proceeds~~adequacy of ~~loans from our Sponsor in the amount of $148,844. In connection with our initial public offering, we incurred offering costs of $18,227,149 (including underwriting discounts~~available funds will depend on many factors, and commissions of $6,000,000 and deferred underwriting discounts and commissions of $10,500,000). Other incurred offering costs consisted principally of formation and preparation fees related to our initial public offering.

~~Upon the closing of our initial public offering, we generated $300,000,000 of gross proceeds.~~

On January 22, 2018, simultaneously with the sale of the units, we completed a private placement with our sponsor for 5,333,333 private placement warrants at a purchase price of $1.50 per warrant, generating gross proceeds of $8,000,000.

Approximately $300,000,000 of the net proceeds from our initial public offering and the private placement warrants has been deposited in the Trust Account established for the benefit of our public shareholders. The $300,000,000 of net proceeds held in the Trust Account includes $10,500,000 of deferred underwriting discounts and commissions that will be released to the underwriters of the initial public offering upon completion of our initial business combination. Of the gross proceeds from the initial public offering that were not deposited in the Trust Account, $6,000,000 was used to pay underwriting discounts and commissions in the initial public offering and the balance was reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to us (less taxes payable and deferred underwriting commissions) and the proceeds from the sale of the forward purchase securities to complete our initial business combination. We may withdraw interest to pay our income taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We do not believe we will need to raise additional funds following our initial public offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of any such loans have not been determined, and no written agreement exists with respect thereto. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, officers, directors or their respective affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we are unable to ~~complete~~obtain needed additional funds, we may have to reduce our ~~initial business combination because~~operating costs or incur additional debt, which could impair our growth prospects and/or otherwise negatively impact our business. Further, volatility in the equity and credit markets from macroeconomic factors could make obtaining new equity or debt financing more difficult or expensive.

We had $55.1 million in cash and cash equivalents as of March 31, 2024 and $62.0 million as of December 31, 2023. Including finance lease liabilities and excluding deferred financing costs, we dohad $403.0 million in debt, $2.6 million of which was classified as short-term, as of March 31, 2024, compared to $407.4 million in debt, $2.5 million of which was classified as short-term, as of December 31, 2023. At March 31, 2024, we did not have ~~sufficient funds~~amounts outstanding under our $45.0 million revolving credit facility, and we had no borrowings under such facility through May 2, 2024. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of March 31, 2024, we had $3.6 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $41.4 million.

The material terms of the Facilities are summarized in Note 7, “Long-Term Debt” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and Note 11, “Long-Term Debt” to the consolidated financial statements included in our 2023 10-K. The First Lien Term Facility matures in 2026 and the Revolving Facility matures in 2025. Borrowings under the Facilities, at our option, bear interest at either (1) an adjusted eurocurrency rate or the secured-overnight financing rate (“SOFR”), or (2) a base rate, in each case plus an applicable margin. The applicable margin is 3.75% with respect to eurocurrency borrowings or SOFR borrowings, as applicable, and 2.75% with respect to base rate borrowings, in each case assuming a first lien net leverage ratio of less than 5.00:1.00, subject to a leverage-based step-up to an applicable margin equal to 4.00% for eurocurrency borrowings and SOFR borrowings, as applicable, and 3.00% with respect to base rate borrowings. The interest rate for the First Lien Dollar Term Facility as of March 31, 2024 and December 31, 2023, was 9.43% and 9.44%, respectively. The interest rate for the First Lien Euro Term Facility as of March 31, 2024 and December 31, 2023, was 7.86% and 7.86%, respectively. Global interest rates increased meaningfully in 2023 and we expect interest on our Facilities to increase.

The Facilities provide us ~~we will be forced~~with the option to ~~cease operations~~increase commitments under the Facilities in an aggregate amount not to exceed the greater of $95.0 million and ~~liquidate~~100% of Consolidated Adjusted EBITDA (as defined in the ~~Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need~~definitive documentation with respect to ~~obtain additional financing~~the Facilities) for the four consecutive fiscal quarters most recently ended, plus any voluntary prepayments of the First Lien Term Facility (and, in ~~order~~the case of the Revolving Facility, to ~~meet our obligations.~~the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

Share Repurchase Program

~~Critical Accounting Policies and Estimates~~

~~This management’s discussion and analysis~~On July 26, 2022, the Directors authorized a general share repurchase program of our ~~financial condition~~Class A common stock of up to $50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and ~~results~~transactions effected through plans under Rule 10b5-1 of ~~operations is based~~the Securities Exchange Act of 1934. The timing and actual amount of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors. There have been no repurchases executed to date.

Cash Flows

The following table sets forth our summary cash flow information for the periods indicated:


	Three Months Ended March 31,
	2024			2023
Net cash provided by operating activities	$	5.2		$	7.5
Net cash used in investing activities		(10.3	)		(11.8	)
Net cash used in financing activities		(1.3	)		(0.3	)
Effect of exchange rate changes on cash and cash equivalents		(0.5	)		0.4
Net decrease in cash and cash equivalents		(6.9	)		(4.2	)
Cash and Cash Equivalents, beginning of period		62.0			62.8
Cash and Cash Equivalents, end of period	$	55.1		$	58.6

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $5.2 million in the three months ended March 31, 2024. Cash provided by operating activities was $7.5 million in the three months ended March 31, 2023. The changes in operating cash flows are largely due to the decreased net loss for the current period compared with prior year and changes in working capital adjustments.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $10.3 million in the three months ended March 31, 2024 and reflects cash used for production of converter equipment and purchases of machinery and equipment, and an additional investment in Pickle. Cash used in investing activities was $11.8 million in the three months ended March 31, 2023 and reflects cash used for production of converter equipment and leasehold improvements for our facilities in Connecticut and The Netherlands.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $1.3 million in the three months ended March 31, 2024 and reflects debt repayments, payments on finance lease liabilities, tax payments for withholdings on stock compensation and payments on our ~~financial statements, which~~equipment financing arrangement. Net cash used in financing activities was $0.3 million in the three months ended March 31, 2023 and reflects debt repayments, payments on finance lease liabilities, and tax payments for withholdings on stock compensation, partially offset by proceeds received from an equipment financing arrangement.

Contractual Obligations and Other Commitments

We lease production and administrative facilities as well as automobiles, machinery and equipment. We have ~~been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates~~various contractual obligations and ~~judgments~~commercial commitments that ~~affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and~~are recorded as liabilities in our condensed consolidated financial statements. ~~On an ongoing basis, we evaluate our estimates~~Other items, such as purchase obligations and ~~judgments, including those related to fair value of financial instrument and accrued expenses. We base our estimates on historical experience, known trends and events and various~~ other ~~factors that we believe~~executory contracts, are not recognized as liabilities, but are required to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe theredisclosed. There have been no significant changes outside the ordinary course of business to our “Contractual Obligations” table in ~~our critical accounting policies as discussed in our Annual Report on Form 10-K for~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the ~~fiscal year ended December 31, 2017 filed with the SEC on March 29, 2018.~~2023 10-K.

~~Recent Accounting Pronouncements~~

~~Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~

Off-Balance Sheet Arrangements

~~As of March 31, 2018, we~~We did not have any off-balance sheet arrangements as ~~defined~~of March 31, 2024.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in ~~Item 303(a)(4)(ii)~~conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amount of ~~Regulation S-K.~~

~~JOBS Act~~

~~The JOBS Act contains provisions~~assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe that ~~among other things, relax certain reporting requirements for qualifying public companies. We qualify~~the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as ~~an “emerging growth company” and under the JOBS Act are allowed~~ 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,future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and various other assumptions that we believe are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies and estimates, are disclosed in our 2023 10-K.

Impairment of Goodwill, Indefinite-Lived Intangible Assets, and Long-Lived Assets

We periodically review goodwill and indefinite-lived intangible assets for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value of our goodwill reporting units or identifiable indefinite-lived intangible assets may ~~not comply with new~~be less than their fair values. Additionally, we review our long-lived asset groups whenever there is evidence that events or ~~revised accounting standards on~~changes in circumstances indicate the ~~relevant dates on which adoption~~carrying value of ~~such standards is required for non-emerging growth companies. As such,~~ our ~~financial statements~~asset groups may not be ~~comparable~~recoverable. If events or circumstances exist, including a continuation of current market conditions, that indicate that the carrying value of our goodwill reporting units or identifiable indefinite-lived intangible assets may be less than their fair values, or the carrying amount of our long lived-asset groups may no longer be recoverable, we may recognize a non-cash impairment of goodwill, identifiable indefinite-lived intangible assets, or long-lived asset groups, which could have a material adverse effect on our consolidated financial condition or results of operations in future periods. For additional information on our accounting principles with respect to ~~companies~~goodwill, identifiable indefinite-lived intangible assets, and long-lived assets, please see “Management Discussion & Analysis – Critical Accounting Policies” in our 2023 10-K.

As of March 31, 2024, there were no indicators to suggest that ~~comply with public company effective dates.~~it is more likely than not that the fair value of our reporting units and indefinite-lived intangible assets were below their carrying values. As of March 31, 2024, there were no indicators of impairment present for long-lived assets that required us to test for recoverability.

If we fail an impairment test, any non-cash impairment charge may have an adverse effect on our results of operations and financial condition. We will continue to monitor events and circumstances for indicators of impairment in our reporting units, indefinite-lived intangible assets, and asset groups.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

~~There have been no material changes~~Changes in interest rates affect the amount of interest income we earn on cash, cash equivalents and short-term investments and the amount of interest expense we pay on borrowings under the floating rate portions of our Facilities. A hypothetical 100 basis point increase or decrease in the ~~Company’s market risk during~~applicable base interest rates under our Facilities would have resulted in a $1.0 million impact on our cash interest expense for the three months ended March 31, ~~2018. For additional information refer~~2024. We use interest rate swap agreements to ~~Part II, Item 7A of our Annual~~manage this exposure.

Refer to Note 7, “Long-Term Debt” and Note 8, “Derivative Instruments” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form ~~10-K~~10-Q for additional information.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk related to our transactions and subsidiaries’ balances that are denominated in currencies other than USD, our reporting currency. See “Effect of Currency Fluctuations” in Item 2 previously for more information about our foreign currency exchange rate exposure. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows and maintaining access to credit in the principal currencies in which we conduct business. Additionally, we hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8, “Derivative Instruments” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

For the three months ended March 31, 2024, net revenue denominated in currencies other than USD amounted to $53.4 million or 62.6% of our net revenue for the ~~fiscal year~~period. Substantially all of this amount was denominated in Euro. A 10% increase or decrease in the value of the Euro to the USD would have caused our reported net revenue for the three months ended ~~December~~March 31, ~~2017 filed~~2024 to increase or decrease by approximately $5.3 million.

Commodity Price Risk

While our business is significantly impacted by price fluctuations related to the purchase, production and sale of paper products, we are typically not directly exposed to market price fluctuations in paper purchase or sale prices as we historically have negotiated prices with suppliers on an annual basis and negotiate prices with distributors reflecting competitive market terms. Our strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand. However, due to global inflation and other macroeconomic factors, including the ~~SEC on March 29, 2018.~~conflict in Ukraine, we may be subject to significantly more commodity price volatility than we have historically experienced.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Disclosure~~We maintain disclosure controls and ~~procedures are controls and other~~ procedures that are designed to ~~ensure~~provide reasonable assurance that material information required to be disclosed in our reports ~~filed~~that we file or ~~submitted~~submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure.

~~As required by Rules 13a-15~~ In designing and ~~15d-15 under~~evaluating the ~~Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our~~ disclosure controls and procedures, ~~as of March 31, 2018. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded~~management recognized that ~~our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.~~

~~Changes in Internal Control over Financial Reporting~~

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Limitations on the Effectiveness of Controls~~

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting will prevent all errors and all fraud. Aa control system, no matter how well ~~conceived~~designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. ~~Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.~~ Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within ~~the Company~~a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective, due to the material weaknesses in internal control over financial reporting that are described in the 2023 10-K.

Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our CEO and CFO, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Quarterly Report, in conformity with U.S. generally accepted accounting principles.

Remediation Plans

As previously described in Part II – Item 9A – Controls and Procedures of the 202310-K, we continue to implement a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

The Company expects that we will have remediated certain material weaknesses as described in the 2023 10-K by the end of the calendar year 2024. However, we may not be able to demonstrate through testing that these controls have been operating effectively for a sufficient period of time to achieve remediation. Progress has been made against Management’s plan to remediate these material weaknesses, but for Management to consider a material weakness remediated the related controls are required to function as anticipated for a minimum period. As the Company is executing its remediation plan in 2024, changes to the timing of remediation activities and delays may be experienced that could delay when the material weakness is considered remediated. Controls may be functioning as expected by the end of 2024 but may not function in their final state for a minimum period in 2024. As part of its remediation plan, Management will put mitigating controls in place to minimize risk associated with any unresolved material weaknesses.

Changes in Internal Control Over Financial Reporting

In response to the material weaknesses described in the 2023 10-K, the Company reviewed the design of its controls and began remediation activities to alleviate the noted control deficiencies. Other than these items, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

~~Cautionary Note Regarding Forward-Looking Statements~~

All statements other than statements of historical fact included in this report, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this 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 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”) filings. Such forward 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 report should be read as being applicable to all forward-looking statements whenever they appear in this 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-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Item 1. Legal ~~Proceedings.~~Proceedings

None.

~~None.~~

Item 1A. Risk ~~Factors.~~Factors

~~Factors that could cause~~Information about our ~~actual results to differ materially from those~~risk factors is contained in ~~this report are any~~Item 1A of the risks disclosed under the caption “Risk Factors” in our prospectus for our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 29, 2018 and incorporated by reference herein. Any of the factors described therein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.2023 10-K.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

None.

Prior to our initial public offering, we issued 8,625,000 founder shares to our sponsor in exchange for a capital contribution of $25,000, or approximately $0.003 per share. Subsequently, our sponsor transferred 525,000 founder shares to the BSOF Entities. In addition, in connection with the forward purchase agreements, we issued to the anchor investors an aggregate 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 with the consummation of the initial public offering, the Company completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) to certain investors at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000.

On January 22, 2018, the Company consummated 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 proceeds to the Company of $300,000,000, which has been deposited into a Trust Account with Continental Stock Transfer & Trust Company acting as trustee.

Item 3. Defaults Upon Senior ~~Securities.~~Securities

None.

~~None.~~

Item 4. Mine Safety ~~Disclosures.~~Disclosures

Not applicable.

Item 5. Other ~~Information.~~Information

None.

~~None.~~33

Item 6. ~~Exhibits.~~Exhibits


Exhibit No. ~~Number~~		Description

3.1	~~Amended and Restated Memorandum and Articles~~Certificate of ~~Association (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)~~.
~~4.1~~	~~Form~~Incorporation of Specimen Unit Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.2~~	Form of Specimen Ordinary Share Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.3~~	Form of Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.4~~	~~Warrant Agreement, dated January 17, 2018, between~~ the Company ~~and Continental Stock Transfer & Trust Company, as warrant agent~~ (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on ~~January 22, 2018)~~June 6, 2019).
~~10.1~~
3.2	~~Letter Agreement, dated January 17, 2018, among~~Bylaws of the Company ~~One Madison Group LLC and the Company’s officers and directors~~ (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on ~~January 22, 2018)~~June 6, 2019).
~~10.2~~	Investment Management Trust Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.3~~ 4.1	Registration Rights Agreement, dated January 17, 2018, between the Company, One Madison Group LLC and certain investors (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.4~~	Administrative Services Agreement, dated January 17, 2018, between the Company and One Madison Group LLC (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.5~~	Strategic Partnership Agreement, dated as of December 15, 2017, among the Company, One Madison Group LLC, BSOF Master Fund L.P. and BSOF Master Fund II L.P., including Amendment No. 1 thereto dated January 5, 2018Specimen Common Stock Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form ~~S-1,~~S-3, as amended (File No. ~~333-220956)~~333-232105), filed with the SEC on ~~January 5, 2018)~~July 26, 2019.

~~Exhibit~~ ~~Number~~		~~Description~~)

~~10.6~~ 31.1*		Forward Purchase Agreement among the Company, One Madison Group LLC and JS Capital, LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.7~~		Forward Purchase Agreement among the Company, One Madison Group LLC and Soros Capital LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.8~~		Forward Purchase Agreement among the Company, One Madison Group LLC and Omar M. Asali (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.9~~		Form of Amendment No. 1 to each Forward Purchase Agreement (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~10.10~~		Form of Amendment No. 1 to Forward Purchase Agreements with JS Capital LLC and Soros Capital LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~10.11~~		Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.12~~		Amendment No. 1 dated December 1, 2017 to the Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~31.1~~		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~31.2~~
31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~32.1~~
32*		Certificate of the Chief Executive Officer ~~of One Madison Corporation~~and Chief Financial Officer pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~32.2~~		~~Certificate of the Chief Financial Officer of One Madison Corporation pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
101.INS		Inline XBRL Instance Document*Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
~~101.SCH~~
101.SCH		Inline XBRL Taxonomy Extension Schema Document*Document
~~101.CAL~~
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document
~~101.DEF~~
101.DEF		Inline XBRL Taxonomy Extension ~~Definition~~Calculation Linkbase Document*Document
~~101.LAB~~
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*Document
~~101.PRE~~
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

~~Date: May 9, 2018~~


	~~ONE MADISON CORPORATION~~		Ranpak Holdings Corp.

Date:	~~By:~~ May 2, 2024		By:	/s/ ~~Bharani Bobba~~William Drew
		~~Name: Bharani Bobba~~		William Drew
		~~Title:~~		Executive Vice President and Chief Financial Officer

~~Cayman Islands~~		~~N/A~~
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation or Organization)~~		(I.R.S. Employer
incorporation or organization)	Identification Number)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	PACK	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☐ ☒
Non-accelerated filer ~~(Do not check if smaller reporting company)~~	☒ ☐	Smaller reporting company	☐
Emerging growth company	☒☐

		~~Page~~
~~Condensed Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017~~		2
~~Condensed Statement of Operations for the three months ended March 31, 2018 (unaudited)~~		3
~~Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2018 (unaudited)~~		4
~~Condensed Statement of Cash Flows for the three months ended March 31, 2018 (unaudited)~~		5
~~Notes to Condensed Financial Statements (unaudited)~~		6~~-15~~

	March 31, 2018		December 31, 2017
	(unaudited)
ASSETS:
Current assets:
Cash	$	898,930	$	1,896
Prepaid expenses		184,468		-
Total current assets		1,083,398		1,896

Deferred offering costs		-		868,919
Cash and marketable securities held in Trust Account		300,735,373		-
Total Assets	$	301,818,771	$	870,815

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	103,318	$	723,986
Note payable - sponsor		-		92,844
Total current liabilities		103,318		816,830

Deferred legal fees payable		800,000		-
Deferred underwriting compensation		10,500,000		-

Total liabilities		11,403,318		816,830

Commitments and contingencies

Class A ordinary shares subject to possible redemption; 28,541,545 shares (at approximately $10.00 per share)		285,415,450		-

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-		-
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,458,455 shares issued and outstanding (excluding 28,541,545 shares subject to possible redemption)		146		-
Class B ordinary shares, $0.0001 par value, 25,000,000 shares authorized, 11,250,000 shares issued and outstanding (1)		1,125		1,125
Class C ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding		-		-
Additional paid-in capital		4,418,630		61,375
Retained earnings (accumulated deficit)		580,102		(8,515	)
Total Shareholders' Equity		5,000,003		53,985
Total Liabilities and Shareholders' Equity	$	301,818,771	$	870,815


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
~~PART I. FINANCIAL INFORMATION~~ Part I – Financial Information		1
Item 1. Condensed Consolidated Financial Statements (Unaudited)	~~1-15~~	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19	32
Item 4. Controls and Procedures	19	32
~~PART~~ Part II – ~~OTHER INFORMATION~~Other Information	21	33
Item 1. Legal Proceedings	21	33
Item 1A. Risk Factors	21	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21	33
Item 3. Defaults Upon Senior Securities	22	33
Item 4. Mine Safety Disclosures	22	33
Item 5. Other Information	22	33
Item 6. Exhibits	22	34
~~SIGNATURES~~ Signatures	24	35

REVENUE	$	-

EXPENSES
Administration fee - related party		20,000
General and administrative expenses		126,756

TOTAL EXPENSES		146,756

OTHER INCOME
Interest income		735,373

TOTAL OTHER INCOME		735,373

Net income	$	588,617

Two Class Method:

Weighted average number of Class A ordinary shares outstanding, basic and diluted		30,000,000

Net income per ordinary share, Class A – basic and diluted	$	0.02

Weighted average number of Class B ordinary shares outstanding, basic and diluted (1)		9,000,000

Net loss per ordinary share, Class B – basic and diluted	$	(0.02	)

	Class A Ordinary Shares						Class B Ordinary Shares (1)				Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders'
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balances – January 1, 2018		-		$	-			11,250,000	$	1,125	$	61,375		$	(8,515	)	$	53,985

Sale of Class A Ordinary Shares		30,000,000			3,000			-		-		299,997,000			-			300,000,000

Underwriters’ discount and offering expenses		-			-			-		-		(18,227,149	)		-			(18,227,149	)

Sale of private placement warrants		-			-			-		-		8,000,000			-			8,000,000

Ordinary shares subject to redemption		(28,541,545	)		(2,854	)		-		-		(285,412,596	)		-			(285,415,450	)

Net income		-			-			-		-		-			588,617			588,617

Balances – March 31, 2018		1,458,455		$	146			11,250,000	$	1,125	$	4,418,630		$	580,102		$	5,000,003

Cash Flows From Operating Activities:
Net income	$	588,617
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on marketable securities held in Trust Account		(735,373	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaid expenses		(184,468	)
Increase (decrease) in:
Accounts payable and accrued expenses		248,251
Net Cash Used in Operating Activities		(82,973	)

Cash Flows From Investing Activities:
Cash deposited into Trust Account		(300,000,000	)
Net Cash Used In Investing Activities		(300,000,000	)

Cash Flows From Financing Activities:
Proceeds from issuance of Class A ordinary shares		300,000,000
Proceeds from sale of Private Placement Warrants		8,000,000
Payment of underwriter discounts and commissions		(6,000,000	)
Payment of offering costs		(927,149	)
Proceeds from Sponsor note		56,000
Payment of Sponsor note		(148,844	)
Net Cash Provided By Financing Activities		300,980,007

Net change in cash		897,034

Cash - Beginning of period		1,896

Cash - Ending of period	$	898,930

Supplemental Schedule of Non-Cash Financing Activities:

Deferred legal fees	$	800,000
Deferred underwriters' discounts and compensation	$	10,500,000
Class A ordinary shares subject to possible redemption	$	285,415,450


	Common Stock
	Class A				Class C
	Shares		Amount		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2022		79,086,372	$	-		2,921,099	$	-	$	704.3		$	(96.7	)	$	5.2		$	612.8
Stock-based awards vested and distributed		368,153		-		-		-		(0.4	)		-			-			(0.4	)
Issue Director shares		14,084		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		2.8			-			-			2.8
Net loss		-		-		-		-		-			(12.4	)		-			(12.4	)
Other comprehensive income		-		-		-		-		-			-			0.8			0.8
Balance at March 31, 2023		79,468,609	$	-		2,921,099	$	-	$	706.7		$	(109.1	)	$	6.0		$	603.6

Balance at December 31, 2023		79,684,170	$	-		2,921,099	$	-	$	693.7		$	(123.8	)	$	2.1		$	572.0
Stock-based awards vested and distributed		353,622		-		-		-		(0.4	)		-			-			(0.4	)
Issue Director shares		16,110		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		1.3			-			-			1.3
Net loss		-		-		-		-		-			(8.1	)		-			(8.1	)
Other comprehensive loss		-		-		-		-		-			-			(4.8	)		(4.8	)
Balance at March 31, 2024		80,053,902	$	-		2,921,099	$	-	$	694.6		$	(131.9	)	$	(2.7	)	$	560.0


	March 31, 2024			December 31, 2023
Accounts receivable	$	33.7		$	32.2
Allowance for doubtful accounts		(0.8	)		(0.6	)
Accounts receivable, net	$	32.9		$	31.6


	March 31, 2024		December 31, 2023
Raw materials	$	10.0	$	11.5
Work-in-process		2.0		1.4
Finished goods		7.3		4.4
Inventories	$	19.3	$	17.3


	March 31, 2024			December 31, 2023
Land	$	2.4		$	2.4
Buildings and improvements		12.4			12.3
Leasehold improvements		20.5			20.7
Machinery and equipment		32.6			30.9
Computer and office equipment		17.0			16.8
Converting machines		219.6			216.6
Total property, plant, and equipment		304.5			299.7
Accumulated depreciation		(165.9	)		(157.6	)
Property, plant, and equipment, net	$	138.6		$	142.1

~~Commission file number: 001-38348~~
Delaware	98-1377160


	March 31, 2024		December 31, 2023
Employee compensation	$	5.4	$	3.8
Taxes		4.1		2.5
Professional fees		2.4		3.3
Bonus		3.9		4.6
Interest		2.5		3.0
Warranty reserve		0.7		0.8
Amounts owed to customers		0.5		1.5
Other		3.0		2.6
Accrued liabilities and other	$	22.5	$	22.1



	March 31, 2024		December 31, 2023
Contract Assets	$	1.3	$	1.4
Contract Liabilities	$	1.6	$	2.0


Designated as cash flow hedge	Maturity Date	Rate	Notional Value		Debt Instrument Hedged	Percentage of Debt Instrument Outstanding
March 31, 2024
Second Amended January 2019 Swap	June 1, 2024	2.12%		200.0	First Lien Dollar Term Facility	80%
			$	200.0		80%
December 31, 2023
Second Amended January 2019 Swap	June 1, 2024	2.12%		200.0	First Lien Dollar Term Facility	80%
			$	200.0		80%


		Assets (Liabilities)
	Balance Sheet Classification	March 31, 2024			December 31, 2023
Interest Rate Swap
Designated as cash flow hedge	Prepaid expenses and other current assets	$	1.7		$	3.2
Cross-Currency Swap
Designated as net investment hedge	Derivative instruments	$	(4.4	)	$	(6.3	)


	March 31, 2024
	Gross Balance			Tax Effect			Net Balance
Foreign currency translation
Translation of foreign subsidiaries	$	(7.6	)	$	-		$	(7.6	)
Realized gain on cross-currency swap		10.0			(2.4	)		7.6
Unrealized loss on cross-currency swap		(4.4	)		2.0			(2.4	)
Total foreign currency translation		(2.0	)		(0.4	)		(2.4	)
Unrealized gain on interest rate swaps		0.8			(1.1	)		(0.3	)
Total	$	(1.2	)	$	(1.5	)	$	(2.7	)


	Three Months Ended March 31, 2024
	Foreign currency translation			Unrealized gain (loss) on interest rate swaps			Total
Beginning balance	$	(0.7	)	$	2.8		$	2.1
Other comprehensive loss before reclassifications		(1.5	)		(1.2	)		(2.7	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			(2.4	)		(2.0	)
Tax effects		(0.6	)		0.5			(0.1	)
Ending balance	$	(2.4	)	$	(0.3	)	$	(2.7	)


	Three Months Ended March 31, 2023
	Foreign currency translation			Unrealized gain (loss) on interest rate swaps			Total
Beginning balance	$	(3.4	)	$	8.6		$	5.2
Other comprehensive income before reclassifications		2.0			1.6			3.6
Amounts reclassified from accumulated other comprehensive income (loss)		0.7			(1.8	)		(1.1	)
Tax effects		(0.2	)		(1.5	)		(1.7	)
Ending balance	$	(0.9	)	$	6.9		$	6.0

Description		March 31, 2018				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Cash and Investments held in Trust Account		$	300,735,373			$	300,735,373			$	—			$	—