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January 17, 2025

VIA EDGAR SUBMISSION

United States Securities and Exchange
Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mindy Hooker

Anne McConnell

 Re: Ranpak Holdings Corp.

Form 10-K
for Fiscal Year Ended December 31, 2023

Filed
March 14, 2024

Form 8-K

Filed
March 11, 2024

File No.
001-38348

Dear Ms. Hooker and Ms. McConnell:

This letter sets forth the response
of Ranpak Holdings Corp. (the “Company”) to the comments provided by the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in your letter dated December 19,
2024, relating to the Company’s Form 10-K for Fiscal Year Ended December 31, 2023, filed on March 14, 2024 (the “Form 10-K”)
and the Company’s Form 8-K, filed on March 11, 2024 (the “Form 8-K”). For the Staff’s convenience, the Staff’s
comments are restated in italics prior to each of the Company’s responses.

Form 10-K for Fiscal Year Ended December
31, 2023

Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations, page 30

 1. Your discussion of changes in cost
                                            of goods sold cites multiple factors as impacting your results of operations but provides
                                            no quantification of the contribution of each factor. Where one or more factors contribute
                                            to material changes in operating results, please revise future filings to describe and explain
                                            the underlying reasons for the changes in quantitative and qualitative terms. Refer to the
                                            guidance in Item 303(b) of Regulation S-K.

The
Company acknowledges the Staff’s comment, and in response, undertakes in future filings and other disclosures, beginning in its
Form 10-K for the year ended December 31, 2024, to include an appropriate level of analysis and explanations in quantitative and qualitative
terms for those factors that contribute to material changes in operating results. The following is the proposed form of such revised
disclosure for 2023, as the Company intends to present the information in its Form 10-K for the year ended December 31, 2024:

Cost of goods sold for 2023 totaled
$213.0 million, a decrease of $13.9 million, or 6.1%, compared to $226.9 million in 2022. We have quantified the change in cost of goods
sold as follows:

    Volume/product mix
    	0.4	%

    Production costs
    	(7.8)	%

    Foreign currency impacts
    	1.3	%

    Total
    	(6.1)	%

The decrease in cost of goods sold was
primarily related to lower production costs due to lower material costs, partially offset by higher labor and overhead costs. Production
costs include costs from materials, labor and overhead.

Presentation and Reconciliation of
GAAP to Non-GAAP Measures, page 33

 2. We note your non-GAAP adjustments
                                            for "cloud-based software implementation costs", "SOX remediation costs",
                                            and other. Please describe to us, in greater detail, the specific nature of each adjustment
                                            and explain how you determined it is appropriate based on the guidance in Question 100.01
                                            of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP
                                            Financial Measures since it appears the adjustments may represent normal operating expenses
                                            related to your business. This comment is also applicable to disclosures in Earnings Releases
                                            filed under Form 8-K.

The Company acknowledges the Staff’s
comment and advises the Staff that the Company has considered the guidance set forth in Question 100.01 of the Division of Corporation
Finance’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. The Company believes that the expenses reflected
in the non-GAAP adjustments for “cloud-based software implementation costs,” “SOX remediation costs,” and “Other”
included in the Form 10-K and Form 8-K are expenses that are not typical of normal expenses that the Company incurs in respect of its
ongoing operations and, as such, investors would find it useful to see non-GAAP Adjusted EBITDA (“AEBITDA”) adjusted for
such atypical, non-operating expenses. The Company’s management believes including these expenses as a non-GAAP adjustment in its
non-GAAP AEBITDA presentation provides additional information to investors about trends in the Company’s operations and is useful
for period-over-period comparisons. It also allows investors to view the Company’s underlying operating results in the same manner
as they are viewed by management.

Cloud-based Software Implementation
Costs Non-GAAP Adjustments

As disclosed in the Form 10-K and the
Company’s other filings with the Commission, the Company implemented SAP, an enterprise resource planning (“ERP”) system
in 2022. The Company advises the Staff that, in addition to the ERP system implementation, the Company implemented a suite of other systems,
including a global payroll and human resource system, automated financial close workflow and management system, integrated data fabric
and analytic tools, and a customer resource management system. These implementations, in particular the implementation of the ERP system,
represented a significant undertaking for the Company in an attempt to modernize and transform the Company’s manufacturing processes,
order processing, deliveries, customer support, contract fulfillment, inventory management and accounting and other operations, allowing
the Company to better manage the business. The overall undertaking was highly complex and required financial and managerial resources
to an extent not previously encountered by the Company and not typical of the resources required by the Company’s ongoing operations.

As a result of the foregoing, the Company
advises the Staff that it incurred significant issues and incremental costs related to the implementation of these systems, and that
it has included such expenses in its AEBITDA presentation only for the non-recurring third-party professional services and consulting
fees related to post-implementation issues experienced by the Company. A particularly significant example of the challenges the Company
encountered post-implementation was the inability to initiate, monitor, and complete shipments of products through the systems after
launch. Due to the extent and pervasiveness of these issues, the costs required to remedy the systems continued through 2023 and 2024.
As these expenses are unrelated to the normal operations and revenue-generating activity of the Company, but specific to the one-time
transformational cloud-based software implementation, the Company does not believe that it is inappropriate to show such expenses as
a non-GAAP adjustment in its non-GAAP AEBITDA presentation, the stated purpose of which is to provide investors with an understanding
of the AEBITDA related to the Company’s revenue-generating activities while enhancing the comparability of the measure in future
periods. The implementation of these systems has largely been completed as of the end of fiscal 2024, and the Company does not expect
to report further non-GAAP adjustments related to cloud-based software implementation costs following the first half of 2025.

The Company further advises the Staff
that it does not adjust for expenses that it would consider to be necessary and a normal part of its operations and revenue-generating
activities, such as permanent employee salaries and ongoing training costs and other direct and indirect costs required to operate and
maintain its systems, including the ERP system, which are more indicative of an ongoing cost of doing business.

    2

SOX Remediation Costs Non-GAAP Adjustments

As initially disclosed in the Company’s
Form 10-K for the year ended December 31, 2022, management identified several material weaknesses in the Company’s internal control
over financial reporting related to ineffective general information technology controls (“GITCs”). In particular, management
determined that the automated process-level controls and manual controls were not effectively designed, implemented, or operated, which
was primarily attributable to the significant system challenges discussed in our response to your question regarding the ‘Cloud-Based
Software Implementation’ adjustments. As previously disclosed, the Company has taken steps during 2023 and 2024 to remediate such
material weaknesses and has incurred significant incremental third party professional services and consulting fees related to these efforts.
As these expenses are unrelated to the normal operations and revenue-generating activity of the Company, but specific to the discrete
project to remediate material weaknesses in its internal control over financial reporting, the Company does not believe that it is inappropriate
to show such expenses as a non-GAAP adjustment in its AEBITDA presentation, the stated purpose of which is to provide investors with
an understanding of the AEBITDA related to the Company’s revenue-generating activities while enhancing the comparability of the
measure in future periods. The Company does not expect to report further non-GAAP adjustments related to remediation of these items after
the first quarter of 2025.

The Company further advises the Staff
that it does not adjust for expenses that it would consider to be necessary and a normal part of its operations and revenue-generating
activities, such as expenses associated with maintaining its existing control environment or for ongoing compliance monitoring related
to the Company’s controls, which are more indicative of an ongoing cost of doing business.

Other Non-GAAP Adjustments

In 2023, other non-GAAP adjustments
of $2.5 million included in the Company’s presentation of AEBITDA are largely comprised of $1.6 million in legal expenses and fees,
which were primarily related to the Company’s recently settled patent litigation. This patent litigation occurred over a multi-year
period and related to an unusual set of claims by the Company alleging infringement by a specific competitor of one of the Company’s
patented machine features, and, as such, does not represent the ongoing or recurring legal expenses of the Company. Although these costs
continued through the third quarter of 2024, these costs are not expected to reoccur during the fourth quarter of 2024 or in 2025 as
the Company entered into a settlement agreement on such matter during the second quarter of 2024. The Company further notes that the
related gain on the settlement of this litigation was also included as a non-GAAP adjustment in the second quarter of 2024. The remaining
$0.9 million of other non-GAAP adjustments is comprised of individually insignificant items.

As these expenses and the related gain
are unrelated to the normal operations and revenue-generating activity of the Company, but transitory and not operational in nature,
the Company does not believe that it is inappropriate to show such expenses as a non-GAAP adjustment in its AEBITDA presentation, the
stated purpose of which is to provide investors with an understanding of AEBITDA related to the Company’s revenue generating activities,
while enhancing the comparability of the measure in future periods. The Company advises the Staff that it intends to revise its future
disclosures to describe, in greater detail, the specific nature of “other” expenses that may be reflected in the Company’s
non-GAAP adjustments.

 3. We note you present Non-GAAP Constant
                                            Currency Net Revenue and AEBITDA, which also includes an adjustment for constant currency.
                                            We also note you calculate these measures by multiplying Euro-derived data by 1.15 to reflect
                                            an exchange rate of 1 Euro to 1.15 USD, that you believe is a reasonable exchange rate to
                                            use to give a stable depiction of the business without currency fluctuations between periods
                                            and approximates the average exchange rate of the Euro to USD over the past five years. Please
                                            more fully explain to us why you believe using an average exchange rate over the past five
                                            years rather than the actual difference between the exchange rates during the periods presented
                                            would be more appropriate and quantify the difference between the rate you used and the actual
                                            rates. This comment is also applicable to disclosures in Earnings Releases filed under Form
                                            8-K.

    3

The Company operates in over 50 countries
worldwide and more than 50% of the Company’s net revenues and expenses are denominated in non-USD currency (Euros). As the Staff
has noted, the Company has historically used an exchange rate of 1 Euro to 1.15 U.S. Dollars (“USD”) in its presentation
of non-GAAP constant currency metrics. This is the exchange rate used by management to evaluate the performance of the business across
multiple periods without the impact of currency translation. It is, of course, just one piece of information, and supplemental to the
Company’s results presented on a GAAP basis. As such, the Company believes that this presentation provides investors with supplemental
information that is consistent with how management evaluates the Company’s business performance across multiple periods.

Notwithstanding the foregoing, in response
to the Staff’s comment, the Company acknowledges that the broader industry-practice is to provide non-GAAP constant currency metrics
based on the average exchange rates in effect for the comparable prior year period. The Company will revise its disclosures in future
filings to reflect such practice by translating current period results in Euros to USD by using the currency conversion rate for the
comparative period of the prior year.

The Company advises the Staff that,
had the Company followed such practice in lieu of the Company’s historical constant currency practice, the Company would have used
(i) an exchange rate of 1 Euro to 1.0535 USD when calculating constant currency metrics for the year ended December 31, 2023 (based on
the average exchange rates for the year ended December 31, 2022), (ii) an exchange rate of 1 Euro to 1.0210 USD when calculating constant
currency metrics for the fourth quarter of 2023 (based on the average exchange rates for the fourth quarter of 2022), (iii) an exchange
rate of 1 Euro to 1.1835 USD when calculating constant currency metrics for the year ended December 31, 2022 (based on the average exchange
rates for the year ended December 31, 2021), and (iv) an exchange rate of 1 Euro to 1.1439 USD when calculating constant currency metrics
for the fourth quarter of 2022 (based on the average exchange rates for the fourth quarter of 2021).

Item 8. Financial Statements and
Supplementary Data

Consolidated Statements of Operations,
page 45

 4. We note you separately present
                                            net revenue related to products, leasing and other. Please revise future filing to separately
                                            present cost of sales related to each revenue line item as required by Item 5-03(b)(2) of
                                            Regulation S-X.

The Co