Ranpak Holdings Corp. Issues Warrant to Amazon.com in Recent Transaction

Ranpak Holdings Corp. recently entered into a transaction agreement with Amazon.com, Inc., as per a Form 8-K filing with the Securities and Exchange Commission dated January 28, 2025. Under this agreement, Ranpak issued a warrant to a wholly-owned affiliate of Amazon.com, Inc., allowing the purchase of up to 18,716,456 shares of the company’s common stock at an exercise price of $6.8308 per share.

Initially, 1,871,646 warrant shares vested on the transaction agreement date, with the remaining shares subject to vesting over time based on payments by Amazon.com or its affiliate under commercial agreements with Ranpak. All shares will vest upon an aggregate spend of $400 million. The warrant is exercisable in cash or in part at the Warrantholder’s discretion and expires on January 28, 2033.

While unexercised, the warrant does not confer voting rights or any common stockholder privileges. The exercise price and shares are subject to customary anti-dilution adjustments, with the agreement also encompassing standard registration rights pertaining to the warrant shares.

It is important to note that the warrant and warrant shares were issued under a registration exemption provided by Section 4(a)(2) of the Securities Act of 1933. The transaction report explicitly clarifies that it does not constitute an offer to sell or solicitation, adhering to legal provisions.

For a more comprehensive understanding of the transaction, the detailed warrant and transaction agreement are provided as exhibits to the filing. The warrant and its shares are expected to be issued in accordance with the outlined terms. Additionally, the filing includes information on unregistered equity sales related to the issuance of the warrant and records of financial statements and relevant exhibits.

This marks a significant development for Ranpak Holdings Corp. as it continues to navigate strategic partnerships and agreements within its operational landscape.

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This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Ranpak’s 8K filing here.

Ranpak Company Profile

Ranpak Holdings Corp., together with its subsidiaries, provides product protection solutions and end-of-line automation solutions for e-commerce and industrial supply chains in North America, Europe, and Asia. The company offers protective packaging solutions, such as void-fill protective systems that convert paper to fill empty spaces in secondary packages and protect objects under the FillPak brand; cushioning protective systems, which convert paper into cushioning pads under the PadPak brand; and wrapping protective systems that create pads or paper mesh to wrap and protect fragile items, as well as to line boxes and provide separation when shipping various objects under the WrapPak, Geami, and ReadyRoll brands, as well as cold chain products, which are used to provide insulation for goods.