SecProbe.io

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 RANPAK HOLDINGS CORP.

 7990 AUBURN ROAD

 CONCORD TOWNSHIP, OH 44077

 March 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Jenny Oshanick

 Re:
 Ranpak Holdings Corp.

 Registration Statement on Form S-3

 File No. 333-285033

 Dear Ms. Oshanick:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Ranpak Holdings Corp., a Delaware corporation (the "Registrant"), hereby requests acceleration of effectiveness of its registration
statement on Form S-3 (File No. 333-285033) to 4:00 p.m. Eastern Daylight Time on March 31, 2025, or as soon as practicable thereafter.

 The Registrant hereby authorizes John B. Meade of Davis Polk &
Wardwell LLP to orally modify or withdraw this request for acceleration.

 Please contact John B. Meade of Davis Polk & Wardwell LLP at (212)
450-4077 or john.meade@davispolk.com with any questions you may have concerning this request, and please notify him when this request
for acceleration has been granted.

 Very truly yours,

 /s/ William Drew

 Chief Financial Officer,

 Ranpak Holdings Corp.

 cc:
 John B. Meade, Davis Polk & Wardwell LLP

 Lee Hochbaum, Davis Polk & Wardwell LLP

February 24, 2025
Omar M. Asali
Chief Executive Officer
Ranpak Holdings Corp.
7990 Auburn Road,
Concord Township, OH 44077
Re:Ranpak Holdings Corp.
Registration Statement on Form S-3
Filed February 18, 2025
File No. 333-285033
Dear Omar M. Asali:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please update your financial statements and related disclosures. See Rule 3-01(c) of
Regulation S-X and Section 1220.3 of the Division of Corporation Finance’s
Financial Reporting Manual. If you elect to update such disclosures by incorporating
by reference your Form 10-K for the fiscal year ended December 31, 2024, please
ensure you include the information required by Part III of that form. See Question
123.01 of Securities Act Forms Compliance and Disclosure Interpretations.
            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.

February 24, 2025
Page 2
            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.
            Please contact Jenny O'Shanick at 202-551-8005 or Anne Parker at 202-551-3611
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:John Meade

February 20, 2025
William Drew
Chief Financial Officer
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
Re:Ranpak Holdings Corp.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38348
Dear William Drew:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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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

December 19, 2024
William Drew
Chief Financial Officer
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
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 William Drew:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
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.

December 19, 2024
Page 2
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.
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.
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.
Form 8-K filed March 11, 2024
Exhibit 99.1
Non-GAAP Financial Data, page 8
5.We note your reconciliations of GAAP Statement of Income Data to Non-GAAP
Constant Currency Statement of Income Data on pages 12-15 appear to represent non-
GAAP income statements. Please explain to us why you believe these reconciliations
are appropriate based on the guidance in Question 102.10 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.

December 19, 2024
Page 3
            In closing, 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.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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    draft

    John.
    B Meade

    +1
212 450 4077

    john.meade@davispolk.com

    Davis
    Polk & Wardwell llp

    450
Lexington Avenue

New York, NY 10017

    davispolk.com

December 19, 2024

 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

CONFIDENTIAL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E., Washington, D.C. 20549

 Attention: Mindy Hooker and Anne McConnell

Dear Ms. Hooker and Ms. McConnell:

On behalf of our client, Ranpak Holdings Corp. (the “Company”),
we acknowledge receipt of the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of
the U.S. Securities and Exchange 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 and the Company’s Form 8-K, filed on March 11, 2024.

As a result of the reduced availability of the Company’s employees
and external advisors during the Christmas and New Year holiday season, and as discussed with the Staff during our telephone call on December
19, 2024, the Company intends to provide a written response to the Staff’s comments during the week of January 27, 2025.

*            *
 *

Please do not hesitate to contact the undersigned if you have any questions
regarding the foregoing or if we may provide any additional information.

Very truly yours,

/s/ John B. Meade

John B. Meade

 cc: William Drew, Chief Financial Officer

Ranpak
Holdings Corp.

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RANPAK HOLDINGS CORP.

7990 AUBURN ROAD

CONCORD TOWNSHIP, OH 44077

October 20, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Erin Purnell

    Re:
    Ranpak Holdings Corp.

    Registration Statement on Form S-3

    File No. 333-249439

Dear Ms. Purnell:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Ranpak Holdings Corp., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of
its registration statement on Form S-3 (File No. 333-249439) to 4:00 p.m. Eastern Daylight Time on October 22, 2020, or as soon
as practicable thereafter.

The Registrant hereby authorizes John B. Meade of Davis
Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact John B. Meade of Davis Polk & Wardwell LLP
at (212) 450-4077 or john.meade@davispolk.com with any questions you may have concerning this request, and please notify him when
this request for acceleration has been granted.

    Very truly yours,

    /s/ William Drew

    Chief Financial Officer,

    Ranpak Holdings Corp.

    cc:
    John B. Meade, Davis Polk & Wardwell LLP

    Lee Hochbaum, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
October 16, 2020
William Drew
Chief Financial Officer
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
Re:Ranpak Holdings Corp.
Registration Statement on Form S-3
Filed October 13, 2020
File No. 333-249439
Dear Mr. Drew:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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RANPAK HOLDINGS CORP.

7990 AUBURN ROAD

CONCORD TOWNSHIP, OH 44077

August 28, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Erin Purnell

    Re:
    Ranpak Holdings Corp.

Registration Statement on Form S-4

File No. 333-241409

Dear Ms. Purnell:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended, Ranpak Holdings Corp., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness
of its registration statement on Form S-4 (File No. 333-241409), as amended, to 4:00 p.m. Eastern Daylight Time on
September 1, 2020, or as soon as practicable thereafter.

The Registrant hereby authorizes John B. Meade of Davis
Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact John B. Meade of Davis Polk & Wardwell
LLP at (212) 450-4077 or john.meade@davispolk.com with any questions you may have concerning this request, and please notify him
when this request for acceleration has been granted.

    Very truly yours,

    /s/ William Drew

    Chief Financial Officer,

Ranpak Holdings Corp.

    cc:
    John B. Meade, Davis Polk & Wardwell LLP

    Lee Hochbaum, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
August 10, 2020
William Drew
Interim Chief Financial Officer
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
Re:Ranpak Holdings Corp.
Registration Statement on Form S-4
Filed August 6, 2020
File No. 333-241409
Dear Mr. Drew:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Ranpak Holdings Corp.

7990 Auburn Road

Concord Township, OH 44077

July 29, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:	     Kathryn McHale

 Re: Ranpak Holdings Corp.

Registration Statement on Form S-3 (File No. 333-232105)

Ladies and Gentlemen:

On behalf of Ranpak Holdings Corp. (the “Company”),
the undersigned hereby requests, pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
that the effective time of the Registration Statement on Form S-3, as amended (File No. 333-232105) (the “Registration
Statement”), of the Company be accelerated to 4:30 p.m. on Wednesday, July 31, 2019, or as soon as practicable thereafter.
The Company respectfully requests that you notify John Meade by a telephone call to (212) 450-4077 of such effectiveness.

Please contact John Meade at Davis Polk & Wardwell LLP
at (212) 450-4077 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

    Very truly yours,

    RANPAK HOLDINGS CORP.

    By:
    /s/ Michele Smolin

    Name:
     Michele Smolin

    Title:
    Vice President, General Counsel

    and Assistant Secretary

cc:	    John Meade, Esq.

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    New
    York

    Northern California

    Washington DC

    São Paulo

    London
    Paris

    Madrid

    Tokyo

    Beijing

    Hong Kong

    Davis Polk & Wardwell
    LLP
    212 450 4000 tel

    450 Lexington Avenue
    212 701 5800 fax

    New York, NY 10017

    July
                                         25, 2019

    Re:
    Ranpak
                                         Holdings Corp.

        Registration
        Statement on Form S-3

        Filed
        June 13, 2019

        File
        No. 333-232105; CIK No. 0001712463

Ms.
Kate McHale

Mr.
Jay Ingram

Division
of Corporation Finance

Office
of Manufacturing and Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549-3628

Dear
Ms. McHale and Mr. Ingram:

On
behalf of our client, Ranpak Holdings Corp., a Delaware corporation (the “Company”), we are responding to the
comment from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-3 (the “Registration Statement”) contained
in the Staff’s letter dated July 2, 2019 (the “Comment Letter”). In response to the comment set forth
in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement
(“Amendment No. 1”) together with this response letter. We are also sending, under separate cover, a copy of
Amendment No. 1 and three marked copies of Amendment No. 1 showing the changes to the Registration Statement filed with the Commission
on June 13, 2019.

For
convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to the comment as
well as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 1 where
the revised language addressing the Staff’s comment appears.

Ms.
Kate McHale

Mr.
Jay Ingram

Division
of Corporate Finance

Office
of Manufacturing and Construction

U.S.
Securities and Exchange Commission

July
25, 2019

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 Securities
                                         Act Sections Compliance and Disclosure Interpretation Questions 103.04 and 134.02.

    Response:
    In response to the Staff’s comment, the Company respectfully advises the Staff that, while the Company reserves its position on the ability to register the issuance of shares of Class A common stock issuable upon the exercise of (i) redeemable warrants to purchase shares of Class A common stock issued in private placements to certain accredited investors upon the closing of the Company’s initial business combination with Rack Holdings Inc. pursuant to forward purchase agreements (“forward purchase warrants”) and (ii) warrants to purchase shares of Class A common stock that were issued to the anchor investors and the BSOF entities in a private placement in connection with the closing of the Company’s IPO (“private placement warrants”), the Company no longer intends to register the issuance of such shares of Class A common stock under the Registration Statement. Accordingly, the Company has revised Amendment No. 1 to remove the registration of the issuance of such Class A shares, as well as the resale of the forward purchase warrants and private placement warrants and the Class A shares issuable upon their exercise.

*
* *

Should
any questions arise, please do not hesitate to contact me at (212) 450-4077 (tel), (212) 450-5704 (fax) or john.meade@davispolk.com.
Thank you for your time and attention.

Very
truly yours,

John
B. Meade

    cc:
    Michele Smolin, General Counsel of the Company

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

CORRESP
1
filename1.htm

April 30, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tracie Mariner

Terence O’Brien

Geoff Kruczek

Amanda Ravitz

    Re:
    One Madison Corporation

Registration Statement on Form S-4

File No. 333-230030

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended, One Madison Corporation, a Cayman Islands exempted company (the “Registrant”), hereby requests acceleration
of effectiveness of its registration statement on Form S-4 (File No. 333-230030), as amended, to 4:00 p.m. Eastern Time on May
2, 2019, or as soon as practicable thereafter.

The Registrant hereby authorizes John B. Meade of Davis Polk
& Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact John B. Meade of Davis Polk & Wardwell
LLP at (212) 450-4077 or john.meade@davispolk.com with any questions you may have concerning this request, and please notify him
when this request for acceleration has been granted.

    Very truly yours,

    /s/ David Murgio

    Secretary, One Madison Corporation

    cc:
    John B. Meade, Davis Polk & Wardwell LLP

    Lee Hochbaum, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

April
23, 2019

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tracie Mariner

Terence O’Brien

Geoff Kruczek

Amanda Ravitz

 Re: One Madison Corporation

Amendment No. 1 to Registration Statement on Form
S-4

Filed April 8, 2019

File No. 333-230030

Ladies and Gentlemen:

One Madison Corporation, a Cayman Islands
exempted company (“One Madison,” the “Company,” “we,” “our”
or “us”), is in receipt of the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) set forth in the Commission’s letter dated April 17, 2019 (the
“Comment Letter”) with respect to our Amendment No. 1, filed April 8, 2019 (“Amendment No. 1”),
to the Registration Statement on Form S-4, filed March 1, 2019 (the “Registration Statement”), which has been
filed in connection with One Madison’s proposed acquisition (the “Transaction”) of Rack Holdings Inc.
(“Ranpak”).

The Company has filed today Amendment No.
2 (“Amendment No. 2”) to the Registration Statement concurrently with this response letter via EDGAR correspondence.
We are also providing supplementally to the Staff an electronic copy of Amendment No. 2, marked to show changes made to the Registration
Statement since the filing of Amendment No. 1 on April 8, 2019.

For the convenience of the Staff, the Company
has repeated each of the Staff’s comments before the corresponding response. Unless otherwise indicated, all page references
in the responses set forth below are to the pages of Amendment No. 2 as filed on EDGAR. Terms used, but not otherwise defined in
this response letter, have the meanings assigned to them in Amendment No. 2.

Securities and Exchange Commission

April 23, 2019

Page 2

Prior to the domestication, page 72

 1. We note your response to prior comment 2. However, it appears Exhibit 23.4 does not relate to Maples & Calder. If, instead,
you mean that Maple & Calder’s consent is Exhibit 23.5, it is unclear why such consent refers to their name under the
heading “Legal Matters,” given that their name does not appear under that heading. Please file a revised consent that
addresses the reference on page 73.

Response: We acknowledge
the Staff’s comment and respectfully advise the Staff that we have filed a revised consent of counsel as Exhibit 23.5 to
Amendment No. 2.

Background of the Business Combination,
page 106

 2. Please expand your revisions in response to prior comment 5 to clarify the reasons underlying the “more conservative
view towards Ranpak’s topline growth.”

Response: We acknowledge
the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 111 of
Amendment No. 2 to clarify the reasons underlying the “more conservative view towards Ranpak’s topline growth.”

Exhibits

 3. We note your response to prior comment 8. It appears from the third paragraph on page 2 of Exhibit 8.1 that counsel is merely
opining that the disclosure referenced is accurate. Please note that the tax disclosure in the prospectus and counsel’s opinion
both must state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of the named counsel
or accountant, and that disclosure must clearly identify and articulate the opinion being rendered. Please refer to Section III.B
of Staff Legal Bulletin No. 19.

Response: We acknowledge
the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 131 of
Amendment No. 2 and filed a revised opinion of counsel as Exhibit 8.1 to Amendment No. 2.

* * * * * * * * *

Securities and Exchange Commission

April 23, 2019

Page 3

If you have any questions regarding these
matters, please do not hesitate to contact the undersigned at (212) 763-0935.

    Very truly yours,

    David Murgio

    Secretary

    cc:
    John B. Meade, Davis Polk & Wardwell LLP

    Lee Hochbaum, Davis Polk & Wardwell LLP

April 17, 2019
Davide Murgio
Secretary
One Madison Corp
3 East 28th Street
8th Floor
New York City, NY 10016
Re:One Madison Corp
Amendment No. 1 to Form S-4 filed April 8, 2019
File No. 333-230030
Dear Mr. Murgio:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Form S-4 filed April 8, 2019
Prior to the domestication, page 72
1.We note your response to prior comment 2.  However, it appears Exhibit 23.4 does not
relate to Maples & Calder.  If, instead, you mean that Maple & Calder's consent is Exhibit
23.5, it is unclear why such consent refers to their name under the heading "Legal
Matters," given that their name does not appear under that heading.  Please file a revised
consent that addresses the reference on page 73.
Background of the Business Combination, page 106
2.Please expand your revisions in response to prior comment 5 to clarify the reasons
underlying the "more conservative view towards Ranpak's topline growth."

 FirstName LastNameDavide Murgio
 Comapany NameOne Madison Corp
 April 17, 2019 Page 2
 FirstName LastName
Davide Murgio
One Madison Corp
April 17, 2019
Page 2
Exhibits
3.We note your response to prior comment 8.  It appears from the third paragraph on page 2
of Exhibit 8.1 that counsel is merely opining that the disclosure referenced is accurate.
Please note that the tax disclosure in the prospectus and counsel's opinion both must state
clearly that the disclosure in the tax consequences section of the prospectus is the opinion
of the named counsel or accountant, and that disclosure must clearly identify and
articulate the opinion being rendered.  Please refer to Section III.B of Staff Legal Bulletin
No. 19.
            You may contact Tracie Mariner, Staff Accountant at 202-551-3744 or Terence O'Brien,
Accounting Branch Chief at 202-551-3355 if you have questions regarding comments on the
financial statements and related matters.  Please contact Geoffrey Kruczek, Special Counsel at
202-551-3641 or Amanda Ravitz, Assistant Director at 202-551-3528 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

April
8, 2019

CORRESPONDENCE
FILING VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing and Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Tracie Mariner

    Terence O’Brien

    Geoff Kruczek

    Amanda Ravitz

 Re: One
                                         Madison Corporation

Preliminary
Proxy Statement/Prospectus on Form S-4

Filed
March 1, 2019

File
No. 333-230030

Ladies
and Gentlemen:

One
Madison Corporation, a Cayman Islands exempted company (“One Madison,” the “Company,” “we,”
“our” or “us”), is in receipt of the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated
March 29, 2019 (the “Comment Letter”) with respect to our Registration Statement on Form S-4, filed March 1,
2019 (the “Registration Statement”), which has been filed in connection with One Madison’s proposed acquisition
(the “Transaction”) of Rack Holdings Inc. (“Ranpak”).

The
Company has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) concurrently with
this response letter via EDGAR correspondence. We are also providing supplementally to the Staff an electronic copy of Amendment
No. 1, marked to show changes made to the Registration Statement since the filing of the Registration Statement on March 1, 2019.

For
the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response. Unless
otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1 as filed on EDGAR.
Terms used, but not otherwise defined in this response letter, have the meanings assigned to them in Amendment No. 1.

Securities and Exchange Commission

April 8, 2019

Page 2

Summary
Term Sheet, page 6

 1. Please
                                         briefly highlight the anticipated tax consequences from the transactions described in
                                         this document and any material uncertainty regarding those consequences. Please also
                                         expand the last bullet point on this page to explain any material differences between
                                         Class A, B and C shares.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on pages 6 and 8 of Amendment No. 1.

Prior
to the domestication, page 72

 2. Please
                                         file the consent of counsel referenced in the second paragraph on page 73.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have filed the consent of counsel as Exhibit
23.4 to Amendment No. 1.

One
Madison Delaware’s proposed organizational documents, page 82

 3. We
                                         note that your forum selection provision identifies the Court of Chancery of the State
                                         of Delaware as the exclusive forum for certain litigation, including any “derivative
                                         action.” Please disclose whether this provision applies to actions arising under
                                         the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
                                         Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
                                         or liability created by the Exchange Act or the rules and regulations thereunder, and
                                         Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
                                         courts over all suits brought to enforce any duty or liability created by the Securities
                                         Act or the rules and regulations thereunder. If the provision applies to Securities Act
                                         claims, please also revise your prospectus to state that there is uncertainty as to whether
                                         a court would enforce such provision.

Response:
We acknowledge the Staff’s comment and respectively advise the Staff that the Company’s forum selection provision
does apply to Securities Act claims to the fullest extent permitted by law. Accordingly, the Company has revised the applicable
disclosure on page 82 of Amendment No. 1 to address the Staff’s comment.

Background
of the Business Combination, page 106

 4. Please
                                         revise to clarify the aggregate proposed purchase price included in the August 9 and
                                         September 12, 2018 indications of interest.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 108 of Amendment No. 1 to clarify the aggregate purchase price in the indications of interest.

 5. We
                                         note the disclosure on page 108 regarding a downward revision in One Madison’s
                                         view of Ranpak’s adjusted EBITDA and on page 109 regarding a downward revision
                                         in One Madison’s view of Ranpak’s topline growth and margin expectations.
                                         Please revise to clarify and quantify the extent of those downward revisions.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on pages 108 and 109 of Amendment No. 1.

Securities and Exchange Commission

April 8, 2019

Page 3

 6. Please
                                         revise to clarify the “certain market perspectives and certain valuation perspectives
                                         with respect to Ranpak and the proposed transaction,” as noted on page 112. Please
                                         also refer to Items 4(b) and 21(c) to Form S-4.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have revised the applicable disclosure on page 112 of Amendment No. 1 to further describe the market perspectives and valuation perspectives discussed by Citigroup Global
Markets (“Citi”) at the December 12, 2018 telephonic meeting (the “Board Meeting”) of the
Company’s board of directors (the “Board”).

The
Company respectfully submits that the disclosure required by Items 4(b) and 21(c) of Form S-4 is not applicable to the discussion
(the “Discussion”) led by a representative of Citi at the Board Meeting. Items 4(b) and 21(c) require disclosure
regarding any “report, opinion or appraisal materially relating to the transaction” that has been received from an
outside party and referred to in the Registration Statement. The Company does not believe the Discussion constitutes a report,
opinion or appraisal materially relating to the proposed transaction, notwithstanding the reference to the Discussion in the Registration
Statement. Citi was retained by the Company to assist in (i) the preparation of financial and valuation analysis, (ii) business,
operating and financial due diligence, (iii) developing a general strategy for accomplishing the transaction and (iv) the
negotiation of the transaction. Citi was not engaged to, and therefore did not, render a report or fairness opinion. The Discussion
was never intended by the Company’s Board, the Company’s management, Citi or the Company’s other advisers to
be a report or opinion, but rather was intended to be considered as discussion material in connection with the Board’s consideration
of the transaction. Moreover, the Discussion constituted only one source of information considered by the Board in connection
with its consideration of the transaction. The Company does not believe that any further information about the Discussion is required
by Form S-4.

One
Madison’s Board of Directors’ Reasons for Approval of the Business Combination, page 112

 7. We
                                         note the extensive positive reasons cited in this section, such as the significant market
                                         opportunity and growth potential, attractive margins, strong visibility into revenue,
                                         compelling financial metrics and valuation and an attractive financial profile. We note
                                         similar disclosures on pages 179 and 180. Please clarify how the downward revisions referenced
                                         in pages 108 and 109 are consistent with these reasons. Also clarify how those revisions
                                         were considered by your board in reaching its conclusions regarding the positive reasons
                                         cited in your disclosure.

Response:
We acknowledge the Staff’s comments and respectfully advise the Staff that we have revised the applicable disclosure on
page 116 of Amendment No. 1.

Securities and Exchange Commission

April 8, 2019

Page 4

U.S.
Federal Income Tax Considerations, page 129

 8. It
                                         appears from your disclosure that the tax treatment for the transactions you mention
                                         is uncertain and that those transactions may not be taxable.	We note, for example,
                                         your disclosure on page 136 as to what the tax consequences of the domestication “should”
                                         be. Please file the opinion required by Item 601(b)(8) of Regulation S-K.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have filed the opinion of counsel as Exhibit
8.1 to Amendment No. 1.

Unaudited
Pro Forma Condensed Combined Financial Information

Notes
to Unaudited Pro Forma Condensed Combined Financial Information

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 171

 9. Please
                                         expand your disclosure of intangible assets in footnote (C) to explain how you determined
                                         the fair value estimates of the assets and the significant underlying assumptions utilized.
                                         In addition, disclose the potential effects of uncertainties regarding the assets’
                                         respective amortization periods.

Response:
We acknowledge the Staff’s comments and respectfully advise the Staff that we have revised the applicable disclosure on
page 172 of Amendment No. 1.

Our
Business Model, page 183

 10. Please
                                         revise to clarify how the paper consumables you sell work exclusively with your packaging
                                         systems.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 183 of Amendment No. 1 to clarify how the paper consumables work exclusively with Ranpak’s packaging systems.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting the Comparability of Ranpak’s
Results of Operations, page 192

 11. You
                                         state that your depreciation and amortization, including the depreciation components
                                         of cost of sales, are expected to change, possibly significantly, reflecting the valuations
                                         of property, plant, and equipment and intangible assets with finite useful lives. Please
                                         expand your disclosure to include an estimate for the annual increase in depreciation
                                         and amortization expense.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 193 of Amendment No. 1 to indicate that depreciation and amortization, including the depreciation components of cost of sales,
would increase on a pro forma basis by approximately $7.0 million.

Securities and Exchange Commission

April 8, 2019

Page 5

Results
of Operations, page 196

 12. Your
                                         disclosure, like on pages 179 and 192, indicates that your sales consist of packaging
                                         systems as well as consumables, contrary to your disclosure on page 183 that substantially
                                         all sales relate to consumables. Please revise to clarify the portion of your net sales
                                         for each period that was comprised of packaging systems and the portion comprised of
                                         consumables. Also revise to clarify the impact changes in price and volume had on net
                                         sales. We note, for example, disclosure that paper prices increased by 12% in 2018 and
                                         that you raised product prices in response. However, the extent of the increase is unclear.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we have revised the applicable disclosure on page 183 of Amendment No. 1 and elsewhere in the Registration Statement to indicate, after the reference to “substantially
all,” that over 90% of Ranpak’s net sales in each period presented were derived from its paper consumables. Ranpak’s
business model entails providing its protective packaging systems to customers and end-users for their use, as described on pages
179 and 192 of Amendment No. 1. Ranpak retains ownership of its protective packaging systems, though customers generally pay
a nominal quarterly fee for their use, as disclosed elsewhere on pages 183 and 195 of Amendment No. 1. Following Ranpak’s
acquisition of e3neo in October 2017, Ranpak commenced sales of e3neo’s automated, integrated box-sizing systems to certain
high-volume end-users, as described on pages 181 and 186 of Amendment No. 1. We have revised our disclosure in the relevant
parts of the Registration Statement to make these distinctions clearer.

In
response to the Staff’s comment, we have also revised the applicable disclosure on pages 196 and 198 of Amendment No.
1 to provide, in percentage point terms, the relative portions of the increase in net sales between periods that were attributable
to volume and price.

*
* * * * * * * *

Securities and Exchange Commission

April 8, 2019

Page 6

If
you have any questions regarding these matters, please do not hesitate to contact the undersigned at (212) 763-0935.

    Very
    truly yours,

    /s/
    David Murgio

    David
    Murgio

    Secretary

    cc:
    John B. Meade, Davis Polk
    & Wardwell LLP

    Lee Hochbaum, Davis Polk & Wardwell LLP

March 29, 2019
Davide Murgio
Secretary
One Madison Corp
3 East 28th Street
8th Floor
New York City, NY 10016
Re:One Madison Corp
Form S-4 filed March 1, 2019
File No. 333-230030
Dear Mr. Murgio:
            We have reviewed your registration statement and have the following 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.
Form S-4 filed March 1, 2019
Summary Term Sheet, page 6
1.Please briefly highlight the anticipated tax consequences from the transactions described
in this document and any material uncertainty regarding those consequences.  Please also
expand the last bullet point on this page to explain any material differences between Class
A, B and C shares.
Prior to the domestication, , page 72
2.Please file the consent of counsel referenced in the second paragraph on page 73.
One Madison Delaware's proposed organizational documents , page 82
3.We note that your forum selection provision identifies the Court of Chancery of the State

 FirstName LastNameDavide Murgio
 Comapany NameOne Madison Corp
 March 29, 2019 Page 2
 FirstName LastNameDavide Murgio
One Madison Corp
March 29, 2019
Page 2
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision.
Background of the Business Combination, page 106
4.Please revise to clarify the aggregate proposed purchase price included in the August 9
and September 12, 2018 indications of interest.
5.We note the disclosure on page 108 regarding a downward revision in One Madison's
view of Ranpak's adjusted EBITDA and on page 109 regarding a downward revision in
One Madison's view of Ranpak's topline growth and margin expectations.  Please revise to
clarify and quantify the extent of those downward revisions.
6.Please revise to clarify the "certain market perspectives and certain valuation perspectives
with respect to Ranpak and the proposed transaction," as noted on page 112.  Please also
refer to Items 4(b) and 21(c) to Form S-4.
One Madison's Board of Directors' Reasons for Approval of the Business Combination, page 112
7.We note the extensive positive reasons cited in this section, such as the significant market
opportunity and growth potential, attractive margins, strong visibility into revenue,
compelling financial metrics and valuation and an attractive financial profile.  We note
similar disclosures on pages 179 and 180.  Please clarify how the downward revisions
referenced in pages 108 and 109 are consistent with these reasons.  Also clarify how those
revisions were considered by your board in reaching its conclusions regarding the positive
reasons cited in your disclosure.
U.S. Federal Income Tax Considerations, page 129
8.It appears from your disclosure that the tax treatment for the transactions you mention is
uncertain and that those transactions may not be taxable.    We note, for example, your
disclosure on page 136 as to what the tax consequences of the domestication "should" be.
Please file the opinion required by Item 601(b)(8) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3- Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page

 FirstName LastNameDavide Murgio
 Comapany NameOne Madison Corp
 March 29, 2019 Page 3
 FirstName LastNameDavide Murgio
One Madison Corp
March 29, 2019
Page 3
171
9.Please expand your disclosure of intangible assets in footnote (C) to explain how you
determined the fair value estimates of the assets and the significant underlying
assumptions utilized.  In addition, disclose the potential effects of uncertainties regarding
the assets' respective amortization periods.
Our Business Model, page 183
10.Please revise to clarify how the paper consumables you sell work exclusively with
your packaging systems.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Factors Affecting the Comparability of Ranpak's Results of Operations, page 192
11.You state that your depreciation and amortization, including the depreciation components
of cost of sales, are expected to change, possibly significantly, reflecting the valuations of
property, plant, and equipment and intangible assets with finite useful lives.  Please
expand your disclosure to include an estimate for the annual increase in depreciation and
amortization expense.
Results of Operations, page 196
12.Your disclosure, like on pages 179 and 192, indicates that your sales consist of packaging
systems as well as consumables, contrary to your disclosure on page 183 that substantially
all sales relate to consumables.  Please revise to clarify the portion of your net sales for
each period that was comprised of packaging systems and the portion comprised of
consumables.  Also revise to clarify the impact changes in price and volume had on net
sales.  We note, for example, disclosure that paper prices increased by 12% in 2018 and
that you raised product prices in response.  However, the extent of the increase is
unclear.
            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 Tracie Mariner at (202) 551-3744 or Terence O'Brien, Accounting
Branch Chief, at (202) 551-3355 if you have questions regarding comments on the financial
statements and related matters.  Please contact Geoff Kruczek, Special Counsel, at (202) 551-
3641 or Amanda Ravitz, Assistant Director, at (202) 551-3528 with any other questions.

 FirstName LastNameDavide Murgio
 Comapany NameOne Madison Corp
 March 29, 2019 Page 4
 FirstName LastName
Davide Murgio
One Madison Corp
March 29, 2019
Page 4
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

January 12, 2018

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Attn: 	Mr. John Dana Brown

	Ms. Tonya Aldave

    Re:
    One Madison Corporation

    Registration Statement on Form S-1

    Filed October 13, 2017, as amended

    File No. 333-220956

Dear Mr. Brown and Ms. Aldave:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other several Underwriters,
hereby join in the request of One Madison Corporation that the effective date of the above-referenced Registration Statement be
accelerated so as to permit it to become effective at 3:00 p.m. Eastern Standard Time on January 17, 2018, or as soon thereafter
as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advise that as of the date hereof, 257 copies of the Preliminary Prospectus dated January 5, 2018 have
been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    Very truly yours,

        CREDIT SUISSE SECURITIES (USA) LLC

        MERRILL LYNCH, PIERCE, FENNER & SMITH

        INCORPORATED

    As Representatives of the Several Underwriters

    CREDIT SUISSE SECURITIES (USA) LLC

    By:

/s/ Chris Eby

    Name:   Chris Eby

    Title:     Managing
    Director

        MERRILL LYNCH, PIERCE, FENNER & SMITH

        INCORPORATED

    By:

/s/ Warren Fixmer

    Name:   Warren Fixmer

    Title:     Managing
    Director

CORRESP
1
filename1.htm

One Madison Corporation

3 East 28th Street, 8th Floor

 New York, New York 10016

January 12, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Attn: 	Mr. John Dana Brown

	Ms. Tonya Aldave

    Re:
    One Madison Corporation

Registration Statement on Form S-1

Registration No. 333-220956

Dear Mr. Brown and Ms. Aldave:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 3:00 p.m. Eastern Standard Time on January 17, 2018 or as soon thereafter as is practicable.
By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

Please do not hesitate to contact John B. Meade of Davis
Polk & Wardwell LLP at (212) 450-4077 with any questions or comments with respect to this letter.

Sincerely,

    ONE MADISON CORPORATION

    By:
    /s/ Omar M. Asali

    Name:
    Omar M. Asali

    Title:
    Chief Executive Officer

Via EDGAR

 CC: John B. Meade, Davis Polk & Wardwell LLP

Mail Stop 3561
August 18, 2017

Omar Asali
Chief Executive Officer
One Madison Corporation
23 East 22nd Street, 53rd Floor
New York, NY 10010

Re: One Madison Corporation
Draft Registration Statement on Form S -1
Submitted July 24, 2017
  CIK No. 0001712463

Dear Mr. Asali :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believ e 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 the information you provide in response to these  comments  and your
amended draft registration statem ent or filed registration statement,  we may have  additional
comments.

General

1. Please provide us with copies of all written communications, as defined  in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your  behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act,  whether or not they
retain copies of the communications.

Omar Asali
One Madison Corporation
 August 18, 2017
Page 2

 Risk Factors

We may not have sufficient funds to satisfy indemnification claims, page 40

2. We note your disclosure here that your officers and directors have agreed to waive any
right, title, interest or claim of any kind in or to any moneys in the trust account.  Please
advise whether they have signed any written agreements to that affect and whether your
future directors will sign similar agreements.  If such written agreements exist, please file
them as exhibits to your registration statement and describe their material terms or advise.

Initial Business Combination, page 77

3. Please briefly describe the criteria your board of directors may use in evaluating whether it is
unable to make a fair value determination on its own and therefore would obtain an opinion
from an independent investment banking firm.

4. Regarding a fair market valuation opinion, we note the statement on page 77 that
“shareholders may not be provided with a copy of such opinion nor will they be able to
rely on such opinion.”  Please disclose the circumstances under which you would obtain
such an opinion but not provide a copy to shareholders.  In addition , please tell us what
consideration you gave to providing a risk factor about attendant risks.

Effecting Our Initial Business Combination

General, page 80

5. You contemplate in the first paragraph on page 80 that you may seek to complete your
initial business combination with a “financially unstable” company or an entity in early
stage development or growth.   Please briefly describe how you would determine whether
such a business has a fai r value of at least 80% of the assets in the trust account.

Certain Relationships and Related Party Transactions, page 106

6. Please describe your policies and procedures for review, approval or ratification of
related party transactions.  Refer to Item 40 4(b) of Regulation S -K.

Omar Asali
One Madison Corporation
 August 18, 2017
Page 3

 You may contact Avrohom Friedman  at (202) 551 -8298  or Andrew Mew  at (202) 551 -
3377  if you have questions regarding comments on the financial statements and related matters.
Please contact  Tonya K. Aldave  at (202) 551 -3601  or me at (202) 551 -3859 with any other
questions.

Sincerely,

 /s/ John Dana Brown

John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Deanna L. Kirkpatrick, Esq.
Davis Polk & Wardwell LLP