Amendment: SEC Form SCHEDULE 13D/A filed by Ranpak Holdings Corp
$PACK
Containers/Packaging
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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Ranpak Holdings Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
75321W103 (CUSIP Number) |
Elizabeth Locher JS Capital Management LLC, 888 Seventh Avenue, 40th Floor New York, NY, 10106 (212) 655-7189 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 75321W103 |
| 1 |
Name of reporting person
JS Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,530,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 75321W103 |
| 1 |
Name of reporting person
Jonathan Soros | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,530,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Ranpak Holdings Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
7990 Auburn Road, Concord Township,
OHIO
, 44077. | |
Item 1 Comment:
Explanatory Note: Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, this Amendment No. 6 to Schedule 13D (the "Sixth Amendment") amends and supplements certain items of the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on June 13, 2019 by JS Capital Management LLC ("JSCM") and Jonathan Soros, as amended by Amendment No. 1 to Schedule 13D ("Amendment No. 1") filed with the SEC on December 13, 2019 by JSCM and Mr. Soros, and as further amended by Amendment No. 2 to Schedule 13D ("Amendment No. 2") filed with the SEC by JSCM and Mr. Soros on August 7, 2020, Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed with the SEC by JSCM and Mr. Soros on September 10, 2020, Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed with the SEC by JSCM and Mr. Soros on February 3, 2021 and Amendment No. 5 to Schedule 13D ("Amendment No. 5") filed with the SEC by JSCM and Mr. Soros on September 13, 2024 (the Original Schedule 13D together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, the "Amended Schedule 13D")). Items 5, 6 and 7 of the Amended Schedule 13D hereby are amended to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Amended Schedule 13D shall remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule 13D.
This Sixth Amendment is filed pursuant to the Joint Filing Agreement as executed by the Reporting Persons listed on the cover pages to this Sixth Amendment. The Joint Filing Agreement, filed as Exhibit 1 to the Original Schedule 13D, is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Amended Schedule 13D is amended and restated in its entirety, as follows:
The information set forth in Items 4 and 6 hereof, as amended from time to time, is incorporated in this Item 5 by reference, as applicable.
The aggregate number and percentage of shares of Class A Stock to which this Schedule 13D relates is 30,530,897 shares of Class A Stock, constituting approximately 36.7% of the Issuer's outstanding shares of Class A Stock. The aggregate number and percentage of shares of Class A Stock reported herein are based upon (i) 80,336,268 shares of Class A Stock outstanding as of October 31, 2024, as indicated by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, plus (ii) 2,921,099 shares of Class A Stock issued by the Issuer on December 30, 2024 upon conversion of a holder's shares of Class C Common Stock into shares of Class A Stock, as reported in the Issuer's Current Report on Form 8-K filed on December 30, 2024. | |
| (b) | Each of JSCM and Mr. Soros, as managing member of JSCM, has sole voting and investment power with respect to all shares reported under this Schedule 13D. | |
| (c) | The Reporting Persons have not engaged in any transaction during the past 60 days involving shares of common stock of the Issuer. | |
| (d) | The members of JS Capital are entitled to receive, or have the power to direct receipt of, dividends from or the proceeds from the sale of the shares of Class A Stock held for the account of JS Capital. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Amended Schedule 13D is amended and restated in its entirety, as follows:
The information set forth in Items 4 and 5 hereof, as amended from time to time, is incorporated into this Item 6 by reference, as applicable.
From time to time, JS Capital enters into loan facilities with certain bank lenders, which are secured by pledges of portfolios of securities held by JS Capital, including but not limited to shares of Class A Stock. Repayment under such facilities is due at term; however, upon the occurrence of certain events, such payment obligations may be accelerated and the lender could take action with respect to any collateral. Currently, JS Capital is party to one such loan facility pursuant to which it may draw up to $250 million secured by a pledge of portfolios of securities, including 29,549,512 shares of Class A Stock. JS Capital may also pledge these or additional shares of Class A Stock to lenders under this or other similar facilities.
As reported by the Issuer in its Current Report on Form 8-K filed January 29, 2025, the Issuer has entered into an agreement (the "Amazon Agreement") with Amazon.com, Inc. ("Amazon") pursuant to which, among other things, Issuer has agreed to issue to a subsidiary of Amazon a warrant (the "Amazon Warrant") to purchase shares of the Issuer's Class A Stock (the "Amazon Warrant Shares"), subject to approval by the Issuer's stockholders of the issuance of the Amazon Warrant and the Amazon Warrant Shares. In connection with the Amazon Agreement, and pursuant to the Support Agreement (the "Support Agreement") dated as of January 28, 2025 by and among the Issuer, Amazon and JS Capital, JS Capital has agreed to vote in favor of the issuance of the Amazon Warrant and the Amazon Warrant Shares at any stockholders' meeting held by the Issuer for the purpose of approving the issuance of the Amazon Warrant and the Amazon Warrant Shares prior to June 30, 2026 (or earlier termination of the Amazon Agreement or the Support Agreement) and has granted to the Issuer an irrevocable proxy to vote the shares of Class A Stock held by JS Capital in connection therewith. In connection with this voting agreement, JS Capital has also agreed not to sell or otherwise transfer or enter into any other voting arrangement with respect to any shares of Class A Stock held by it during this period (subject to limited exceptions). In connection with the Support Agreement, JS Capital also has agreed to waive any right that it might otherwise have under the Registration Rights Agreement described in Item 4 hereof to be included in a registration statement filed by the Issuer in connection with the Amazon Warrant Shares. The Support Agreement is attached to this Schedule 13D as Exhibit 10 and is incorporated by reference herein.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached to this Schedule 13D as Exhibit 1 and is incorporated by reference herein.
Other than as set forth above and the agreements discussed in Items 4 and 5, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Amended Schedule 13D is amended by adding the following exhibit:
10 - Support Agreement dated as of January 28, 2025 by and among Ranpak Holdings Corp., Amazon.com, Inc. and JS Capital LLC | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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