SecProbe.io

July 2, 2019
Michael Smolin
General Counsel
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
Re:Ranpak Holdings Corp.
Registration Statement on Form S-3
Filed June 13, 2019
File No. 333-232105
Dear Mr. Smolin:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.Your registration statement covers the offer and sale of Class A Common Stock issuable
upon the exercise of (i) redeemable warrants to purchase shares of Class A common stock
that you issued in private placements to certain accredited investors upon the closing of
your initial business combination with Rack Holdings Inc. pursuant to forward purchase
agreements and (ii) warrants to purchase shares of Class A common stock that you issued
to the anchor investors and the BSOF entities in a private placement in connection with
the closing of your IPO.  Please note that a transaction commenced privately cannot be
converted to a registered offering.  Please advise us of the exercise provisions of the
warrants referenced above.  If you do not believe the warrants were immediately
exercisable (i.e., within one year) when issued privately, please explain why.  Refer to

 FirstName LastNameMichael Smolin
 Comapany NameRanpak Holdings Corp.
 July 2, 2019 Page 2
 FirstName LastName
Michael Smolin
Ranpak Holdings Corp.
July 2, 2019
Page 2
Securities Act Sections Compliance and Disclosure Interpretations Questions 103.04 and
134.02.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate McHale at 202-551-3464 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction