One Madison Corp

A shareholder vote under NYSE Rule 312.03(c) means the Walmart warrant covers 20% or more of shares outstanding or voting power - substantial dilution granted to a single customer in exchange for a commercial relationship. For holders the trade is straightforward: Walmart volume in return for equity, with the warrant's shares issued only on exercise, so the dilution arrives when the stock has appreciated enough for Walmart to convert.

Granting warrants to Amazon in exchange for a commercial relationship trades equity for volume, and the NYSE vote is required because the block exceeds 20% of shares outstanding or voting power. A year later Ranpak would seek the same approval for a Walmart warrant, so two of its largest customers hold equity claims on the company - concentration risk in both revenue and dilution from the same counterparties.

The registered 4,423,923 shares cover two different groups: holders who tender in the Offer, and holders who do not tender but whose warrants Ranpak may then convert into Class A common stock if the Warrant Amendment is approved. So consenting hands the company a right to compel a conversion a non-tendering holder cannot opt out of. Shares were priced at $8.345 for fee purposes — the August 3, 2020 New York Stock Exchange high-low average — giving an aggregate offering price of $36,917,637 and a fee of $4,791.91.

The price is fixed in cash and funded from four sources, only one of which is the trust: $300,000,000 of IPO proceeds net of redemptions, $150,000,000 from anchor investors buying 15,000,000 shares at $10.00 each plus 5,000,000 warrants exercisable at $11.50 under forward purchase agreements, $142,000,000 from subscription agreements for 14,200,000 shares at $10.00, and up to $489,175,000 of dollar-denominated senior secured term loans plus a euro-denominated facility from Goldman Sachs Merchant Banking Division. Redemptions cut trust cash against an unchanged price.

Almost everything registered is One Madison's own stock converting one-for-one on domestication rather than new stock issued to a seller, because Rack Holdings is bought for cash — the registration statement exists to move existing securities from Cayman to Delaware form. The founder shares are the exception: 11,250,000 Class B shares convert at closing into Class A or, at the holder's election, into Class C, which is itself later convertible into Class A. A public holder's position therefore turns on that Class C election rather than on an exchange ratio.

The securities registered are overwhelmingly One Madison's own, converting one-for-one on the domestication, because Rack Holdings is acquired for cash rather than for stock. The unit count registered is only those units that had not yet been separated into their underlying public shares and public warrants as of the initial filing, so 8,425,565 is a snapshot of unit separation at that date rather than a fixed number. At closing 11,250,000 founder shares convert into Class A common stock or, at the holder's election, into Class C common stock.

What changed: 8-K of Ranpak Holdings Corp. Item 2.02 (results of operations and financial condition): on July 30, 2026 the Company issued a press release announcing its financial results for the second quarter ended June 30, 2026, furnished as Exhibit 99.1, and the same day at 8:30 a.m. Eastern will host a conference call and webcast to discuss them. The information in the item, including the exhibit, is furnished and not deemed filed for Section 18 purposes. Exhibit 104 is the Inline XBRL cover page. Signed by EVP and CFO William Drew. Why it matters: Routine quarterly earnings furnishing; the report states no figure. The exhibit title, Ranpak Holdings Corp. Reports Second Quarter 2026 Financial Results, is the only description of content in the document.

What changed: Ranpak Holdings Corp., the company formed in the One Madison Corporation combination, filed its Q2 2026 10-Q reporting $43.2 million of cash and cash equivalents at June 30, 2026, which together with operating cash flow and the revolving portion of its senior secured credit facilities it believes covers current requirements. Total liabilities were $576.8 million against $590.0 million at December 31, 2025. Class A shares outstanding rose to 85,750,150 from 84,385,870, additional paid-in capital to $727.1 million, and the accumulated deficit widened to $201.7 million from $183.6 million. Why it matters: No trust or redemption remains for a former OMAD holder; the relevant figures are the balance-sheet ones. An $18.1 million increase in accumulated deficit over six months against only $43.2 million of cash on hand means the company is leaning on its senior secured revolver rather than internal funds, and the capital-intensive model — building and maintaining paper packaging systems placed at customer facilities — keeps that draw structural rather than seasonal. Share count growth remains modest at about 1.4 million shares.