Ranpak Holdings Corp-A美股市值招股说明书(2025-11-19版)

22,500,000 Shares of Class A Common Stock This prospectus relates to the resale from time to time by the selling stockholder named in this prospectus (the “sellingstockholder”) of up to 22,500,000 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”) We are registering the offer and sale of the Shares by the selling stockholder to satisfy certain registration rights we have granted.The selling stockholder may sell the Shares covered by this prospectus in a number of different ways and at varying prices. The Sharesmay be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell theShares, we will name them and describe their compensation in a prospectus supplement. We will not receive any of the proceeds from Our Class A common stock trades on the NYSE under the symbols “PACK”. On October 28, 2025, the closing price of the Class Investing in these securities involves certain risks. You should review carefully the risks and uncertainties described underthe heading “Risk Factors” contained in this prospectus beginning on page 5 and any applicable prospectus supplement, and Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesesecurities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The registration statement, filed by us with the U.S. Securities and Exchange Commission on October 29, 2025, of whichthis prospectus forms a part, became effective automatically on November 17, 2025 pursuant to Section 8(a) of the Securities The date of this prospectus isNovember 17, 2025 We have not authorized anyone to provide you with information that differs from the information provided in this prospectus,as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. We arenot making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that theinformation in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and ExchangeCommission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholder may, fromtime to time, resell the Shares in one or more offerings. We will not receive any proceeds from the sale of the Shares by the sellingstockholder pursuant to this prospectus. We will pay the expenses, other than underwriting discounts and commissions, if any,associated with the sale of Class A common stock pursuant to this prospectus. To the extent required, the selling stockholder willdeliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus Unless the context indicates otherwise, the terms “Ranpak,” “Company,” “we,” “us” and “our” refer to Ranpak Holdings Corp., aDelaware corporation. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference into this prospectus contains “forward-looking statements” withinthe meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are nothistorical facts are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regardingour or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statementsthat refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning futuredevelopments and their potential effects on us taking into account information currently available to us. There can be no assurance thatfuture developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, •our inability to secure a sufficient supply of paper to meet our production requirements; •the impact of rising prices on production inputs, including labor, energy, and freight on our results of operations; •the impact of the price of kraft paper on our results of operations; •our reliance on third party suppliers; •geopolitical conflicts and other social and political unrest or change; •the high degree of competition and continued consolidation in the markets in which we operate; •consumer sensitivity to increases in the prices of our products, changes in consumer preferences with respect to paperproducts generally or customer inventory rebalancing; •economic, competitive and market conditions generally, inclu