☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

(Address of ~~Principal Executive Offices)~~principal executive offices) (Zip Code)

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of ~~May 9, 2018,~~July 27, 2023, the registrant had ~~30,000,000~~79,568,525 of its Class A ~~ordinary~~common shares, $0.0001 par value per share, outstanding and ~~11,250,000~~2,921,099 of its Class ~~B ordinary~~C common shares, $0.0001 par value per share, outstanding.

See ~~accompanying~~ notes to unaudited condensed consolidated financial statements.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

See ~~accompanying~~ notes to unaudited condensed consolidated financial statements.

There were no unrecognized tax benefits as of March 31, 2018. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

~~Preference Shares~~Notes to Unaudited Condensed Consolidated Financial Statements

Note 18 — ~~The Company is authorized to issue 1,000,000 preference shares with~~Assets Held for Sale

In 2021, we entered into a ~~par value of $0.0001 per share. At March 31, 2018, there are no preference shares issued or outstanding.~~

~~Warrants~~~~— Public Warrants may only be exercised~~build-to-suit lease agreement for a ~~whole number of shares. No fractional Public Warrants will be issued upon separation~~new European regional headquarters and manufacturing facility in Eygelshoven, The Netherlands (the “New Facility”). We completed the construction and occupation of the ~~Units~~New Facility in the second quarter of 2023. We own the existing European headquarters and ~~only whole Public Warrants will trade.~~manufacturing facility in Heerlen, The ~~Public Warrants will become exercisable~~Netherlands. On June 27, 2023, we entered into a definitive agreement to divest our building and land located in Heerlen, The Netherlands at a sale price of $2.9 million, which is classified as Prepaid and other current assets on the ~~later~~condensed consolidated balance sheet as of ~~(a)~~June 30, ~~days after~~2023. The sale is expected to occur in the ~~completion~~third quarter of ~~an Initial Business Combination or (b) 12 months from the closing~~2023.

The carrying values of the ~~Public Offering; provided~~building and land classified as held for sale in ~~each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise~~our consolidated balance sheet as of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later thanJune 30, ~~business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement~~2023, were $1.5 million for the ~~registration, under~~building and $1.6 million for the ~~Securities Act,~~land. Upon classification as held for sale, we recognized a total loss before income tax on the sale of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation of the Company.

~~The Private Placement Warrants are identical to the Public Warrants underlying the Units sold~~$0.2 million within Other operating expenses in the ~~Public Offering, except that the Private Placement Warrants and the Class A ordinary shares and Class C ordinary shares issuable upon exercise~~consolidated statements of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial Anchor Investors who purchased such warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than such Anchor Investors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per warrant;~~

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~~upon a minimum of 30 days’ prior written notice of redemption; and~~

●

if, and only if, the last reported closing price of the public shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A ordinary shares or Class C ordinary shares, as applicable, issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares or Class C ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants upon exercise. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

operations. No selling costs were incurred.

~~Note 8. Fair Value Measurements~~23

The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

Description March 31,
2018 Quoted
Prices
in Active
Markets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3)
Cash and Investments held in Trust Account $ 300,735,373 $ 300,735,373 $ — $ —

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

Cautionary Note Regarding Forward-Looking Statements

~~Except where~~This Quarterly Report on Form 10-Q contains “forward-looking statements” within the ~~context otherwise requires, all references~~meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not historical facts are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to:

•
our inability to secure a sufficient supply of paper to meet our production requirements;

•
the ~~“Company”, “we”, “us”, “our” or similar words or phrases are to One Madison Corporation, a Cayman Islands exempted company,~~impact of rising prices on production inputs, including labor, energy, and ~~references to~~ freight on our results of operations;

•
the ~~“Sponsor” refer to One Madison Group, LLC, a Delaware limited liability company,~~impact of the price of kraft paper on our results of operations;

•
our reliance on third party suppliers;

•
the impact of Russia's invasion of Ukraine;

•
the high degree of competition in the markets in which we operate;

•
consumer sensitivity to increases in the prices of our ~~founder, Omar M. Asali, together~~products;

•
global inflation and other macroeconomic factors;

•
changes in consumer preferences with ~~certain affiliates, holds~~respect to paper products generally;

•
continued consolidation in the markets in which we operate;

•
the loss of significant end-users of our products or a ~~controlling 80% ownership interest.~~ large group of such end-users;

•
our failure to develop new products that meet our sales or margin expectations;

•
our future operating results fluctuating, failing to match performance or to meet expectations;

•
our ability to fulfill our public company obligations; and

•
other risks and uncertainties indicated from time to time in filings made with the SEC.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis ofis intended to help the ~~Company’s~~reader understand our business, financial condition, ~~and~~ results of operations, liquidity and capital resources. You should be read this discussion in conjunction with the sections entitled “Risk Factors” and “Forward-Looking Statements,” and our financial statements and ~~the~~related notes ~~thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~

~~Cautionary Note Regarding Forward-Looking Statements~~

~~All statements other than statements of historical fact~~ included in this Quarterly Report on Form 10-Q ~~including, without limitation, statements under~~as well as the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~regarding~~of Ranpak included in our ~~financial position, business strategy~~2022 10-K, filed with the SEC on March 31, 2023. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report on Form 10-Q.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and ~~objectives~~expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of ~~management for future operations, are forward looking statements. When used~~the Company's control. The

Company’s actual results could differ materially from those discussed in this Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward lookingthese forward-looking statements. Factors that ~~might~~could cause or contribute to such ~~a discrepancy~~differences include, but are not limited to, those ~~described~~identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains. Since inception in 1972, we have delivered high quality protective packaging solutions, while maintaining commitment to environmental sustainability. We assemble our PPS systems and provide the PPS systems and paper consumables to customers, which include direct end-users and our network of exclusive paper packaging solution distributors, who in turn place the systems with and sell paper to commercial and industrial users for the conversion of paper into packaging materials. We operate manufacturing facilities in the United States and Europe. For our Automation product lines, we currently have dedicated facilities in Virginia and the Netherlands, with another facility in the United States currently under construction. R Squared Robotics, a division of Ranpak, uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions. We also maintain sales and administrative offices in Brazil, France, China, Japan, and Singapore. We are a global business that generated approximately 58.3% of our 2022 net revenue outside of the United States.

As of June 30, 2023, we had an installed base of approximately 140.7 thousand PPS systems serving a diverse set of distributors and end-users. We generated net revenue of $163.1 million and $169.3 million in the six months ended June 30, 2023 and 2022, respectively.

Effect of Currency Fluctuations. As a result of the geographic diversity of our operations, we are exposed to the effects of currency translation, which has affected the comparability of our results of operations between the periods presented in this report and may affect the comparability of our results of operations in future periods. Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, or when we realize gain or loss on intercompany transfers. While we seek to limit currency transaction exposure by matching the currencies in which we incur sales and expenses, we may not always be able to do so.

In addition, we are subject to currency translation exposure because the operations of our subsidiaries are measured in their functional currency which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations. In turn, subsidiary income statement balances that are denominated in currencies other ~~Securities~~than USD are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and ~~Exchange Commission (“SEC”) filings. Such forward looking statements~~liabilities of subsidiaries that use functional currencies other than the USD are ~~based on~~translated into USD in consolidation using period end exchange rates, with the ~~beliefs~~effects of ~~management,~~foreign currency translation adjustments included in accumulated other comprehensive income.

We hedge some of our exposure to foreign currency translation with a cross-currency swap. Significant currency fluctuations could impact the comparability of results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows. See “Qualitative and Quantitative Disclosures About Market Risk.”

Seasonality. Approximately 31.0% of our net revenue in 2022, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.

Key Performance Indicators and Other Factors Affecting Performance

We use the following key performance indicators and monitor the following other factors to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans.

PPS Systems Base — We closely track the number of PPS systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net sales expectations. Our installed base of PPS systems also drives our capital expenditure budgets. The following table presents our installed base of PPS systems by product line as of June 30, 2023 and 2022:


	June 30, 2023		June 30, 2022		Change			% Change
PPS Systems	(in thousands)
Cushioning machines		35.0		35.2		(0.2	)		(0.6	)
Void-Fill machines		83.3		80.0		3.3			4.1
Wrapping machines		22.4		21.3		1.1			5.2
Total		140.7		136.5		4.2			3.1

Paper and Other Costs. Paper is a key component of our cost of goods sold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as ~~assumptions made~~blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy and chemicals. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Further, the conflict in Ukraine has increased pricing for paper products as a result of decreased availability of paper products previously sourced from Russian paper mills. During 2022, we eliminated our paper sourcing from Russian suppliers and reallocated our purchases to other mills across the globe. As previously noted, we have seen some stabilization of paper and other costs in North America, however, pricing conditions in Europe remain unsteady, primarily due to the volatility in energy markets. Where we can, we will look to pass increased market costs on to our customers to mitigate the impact of these costs. We are unable to predict our ability to pass these costs on to our customers and how much of these increases we will be able to pass on to our customers. As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.

Inflationary Pressures and Other Costs. We have continued to experience inflationary pressures in 2023, which have adversely impacted some of our end-users, such as automotive companies; distributors; electronic manufacturers; machinery manufacturers; home goods manufacturers; e-commerce and mail order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue. In 2022, inflationary pressures increased the costs of paper as well as shipping and logistics, energy and wages, among other costs. The conflict in Ukraine caused certain headwinds, including (i) increased energy costs, particularly in Europe; (ii) shipping variabilities due to truck driver shortages and (iii) increased shipping times for paper products sourced from Russian paper mills, in addition to increased paper costs discussed above. Higher costs due to inflation and the conflict in Ukraine during 2023 and 2022 were partially offset by price increases, which mitigated the impact on our operating results. However, our ability to predict or further offset inflationary cost increases in the future or during economic downturns or recessions may be limited or impacted by heightened competition for net revenue, an unwillingness by our customers to accept price increase or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated increases in interest rates and borrowing costs may also impact the ability of some of our end-users and suppliers to obtain funds for operations and capital expenditures, which could negatively impact our ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from end-users, which could impact our cash flows. As a result, to the extent inflationary pressures continue, we expect additional pressure on our net revenue and gross margin. We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.

Results of Operations

The following tables set forth our results of operations for the three and six months ended June 30, 2023 and 2022 with line items presented in millions of dollars.

Our condensed consolidated financial statements are prepared in accordance with GAAP. We have, however, also presented below Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA (“AEBITDA”), which are non-GAAP financial measures. We have included EBITDA and AEBITDA because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Adjusting AEBITDA for comparability for constant currency also assists in this comparison as it allows a better insight into the performance of our businesses that operate in currencies other than our reporting currency. Before consolidation, our Europe/Asia financial data is derived in Euros.

To calculate the adjustment that we apply to present AEBITDA on a constant currency basis, we multiply this Euro-derived data by 1.15 to reflect an exchange rate of 1 Euro to 1.15 USD, which we believe is a reasonable exchange rate to use to give a stable depiction of the business without currency fluctuations between periods, to calculate Europe/Asia data in constant currency USD. An exchange rate of 1.15 approximates the average exchange rate of the Euro to USD over the past five years. We also present non-GAAP constant currency net revenue and derive it in the same manner. We believe that EBITDA and AEBITDA provide useful information ~~currently~~to investors and others in understanding and evaluating the Company’s operating results in the same manner as our management and Board of Directors.

However, EBITDA and AEBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA and AEBITDA should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

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EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;

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AEBITDA does not consider the potentially dilutive impact of equity-based compensation;

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EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

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AEBITDA does not take into account any restructuring and integration costs;

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AEBITDA is presented on a constant currency basis and gives effect to the impact of currency fluctuations

•

while EBITDA for all periods herein has been reported without giving effect to constant currency adjustments, we have previously presented EBITDA on a constant currency basis, which reduces its usefulness as a comparative measure to certain of our ~~management. No assurance can be given~~historical results that ~~results~~are not presented in ~~any forward-looking statement will be achieved~~this report; and ~~actual results could be affected by one or more factors,~~

•

other companies, including companies in our industry, may calculate EBITDA and AEBITDA differently, which ~~could cause them~~reduces their usefulness as comparative measures.

EBITDA — EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to ~~differ materially. The cautionary~~exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA — AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items; as further adjusted to reflect the performance of the business on a constant currency basis.

In addition, in our discussion below, we include certain other unaudited, non-GAAP constant currency data for the three and six months ended June 30, 2023 and 2022. This data is based on our historical financial statements ~~made~~included elsewhere in this Quarterly Report on Form 10-Q, adjusted (where applicable) to reflect a constant currency presentation between periods for the convenience of readers. We reconcile this data to our GAAP data for the same period under “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for the three and six months ended June 30, 2023 and 2022.

Comparison of Second Quarter of 2023 to Second Quarter of 2022


	Three Months Ended June 30,
	2023			% Net revenue			2022			% Net revenue
Net revenue	$	81.9		―			$	86.8		―
Cost of goods sold		51.7			63.1			58.5			67.4
Gross profit		30.2			36.9			28.3			32.6
Selling, general and administrative expenses		16.3			19.9			30.3			34.9
Depreciation and amortization expense		8.1			9.9			8.0			9.2
Other operating expense, net		1.4			1.7			1.4			1.6
Income (loss) from operations		4.4			5.4			(11.4	)		(13.1	)
Interest expense		5.9			7.2			4.9			5.6
Foreign currency gain		0.7			0.9			(2.3	)		(2.6	)
Other non-operating income, net		(0.4	)		(0.5	)		-			-
Loss before income tax benefit		(1.8	)		(2.2	)		(14.0	)		(16.1	)
Income tax benefit		0.3			0.4			(2.7	)		(3.1	)
Net loss	$	(2.1	)		(2.6	)	$	(11.3	)		(13.0	)

Non-GAAP
EBITDA	$	20.8					$	8.7
AEBITDA (Constant Currency)	$	19.0					$	18.2

Net Revenue

The following tables and the discussion that follows compare our net revenue by geographic region and by product line for the second quarter of 2023 and 2022 on a GAAP basis and on a non-GAAP constant currency basis as described above and in the discussion below. See also “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for further detail:


	Three Months Ended June 30,
	2023		% Net revenue		2022		% Net revenue
North America	$	32.2		39.3	$	34.3		39.5
Europe/Asia		49.7		60.7		52.5		60.5
Net revenue	$	81.9		100.0	$	86.8		100.0

Cushioning machines	$	36.6		44.7	$	38.2		44.0
Void-Fill machines		31.1		38.0		34.3		39.5
Wrapping machines		8.4		10.2		10.2		11.8
Other		5.8		7.1		4.1		4.7
Net revenue	$	81.9		100.0	$	86.8		100.0


	Non-GAAP Constant Currency
	Three Months Ended June 30,
	2023		% Net revenue		2022		% Net revenue		$ Change			% Change
North America	$	32.2		38.1	$	34.3		37.7	$	(2.1	)		(6.1	)
Europe/Asia		52.4		61.9		56.7		62.3		(4.3	)		(7.6	)
Net revenue	$	84.6		100.0	$	91.0		100.0	$	(6.4	)		(7.0	)

Cushioning machines	$	38.0		44.9	$	40.3		44.3	$	(2.3	)		(5.7	)
Void-Fill machines		31.9		37.7		35.6		39.1		(3.7	)		(10.4	)
Wrapping machines		8.7		10.3		10.5		11.5		(1.8	)		(17.1	)
Other		6.0		7.1		4.6		5.1		1.4			30.4
Net revenue	$	84.6		100.0	$	91.0		100.0	$	(6.4	)		(7.0	)

Net revenue for the second quarter of 2023 was $81.9 million compared to net revenue of $86.8 million in the second quarter of 2022, a decrease of $4.9 million or 5.6% year over year. Net revenue was negatively impacted by decreases in cushioning, void-fill and wrapping, partially offset by increases in other products. Currency rates contributed a benefit of 1.3%, though revenue was negatively affected by lower economic activity, the impact inflationary pressures are having on consumer and corporate budgets, and increased business sponsoring costs. Cushioning decreased $1.6 million, or 4.2%, to $36.6 million from $38.2 million; void-fill decreased $3.2 million, or 9.3%, to $31.1 million from $34.3 million; wrapping decreased $1.8 million, or 17.6%, to $8.4 million from $10.2 million; and other sales increased $1.7 million, or 41.5%, to $5.8 million from $4.1 million for the second quarter of 2023 compared to the second quarter of 2022. Other net revenue includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field, such as systems accessories. The decrease in net revenue is quantified by a decrease in the volume of sales of our paper consumable products of approximately 8.7 percentage points (“pp”) and a 0.1 pp decrease in the price or mix of our paper consumable products, partially offset by an increase of 2.0 pp in sales of automated box sizing equipment. Constant currency net revenue was $84.6 million for the second quarter of 2023, a 7.0% decrease from constant currency net revenue of $91.0 million for the second quarter of 2022.

Net revenue in North America for the second quarter of 2023 totaled $32.2 million compared to net revenue in North America of $34.3 million in the second quarter of 2022. The decrease of $2.1 million, or 6.1%, was primarily attributable to decreases in wrapping, void-fill, and cushioning, partially offset by an increase in other sales.

Net revenue in Europe/Asia for the second quarter of 2023 totaled $49.7 million compared to net revenue in Europe/Asia of $52.5 million in the second quarter of 2022. The decrease of $2.8 million, or 5.3%, was driven by lower void-fill and cushioning, partially offset by increases in other sales and wrapping. Constant currency net revenue in Europe/Asia was $52.4 million for the second quarter of 2023, a $4.3 million, or 7.6%, decrease from constant currency net revenue of $56.7 million for the second quarter of 2022.

Cost of Goods Sold

Cost of goods sold for the second quarter of 2023 totaled $51.7 million, a decrease of $6.8 million, or 11.6%, compared to $58.5 million in the second quarter of 2022. The change was primarily due to lower input costs and a decrease in leased machines depreciation of $1.4 million over the prior year, as well as currency headwinds. Currency rate fluctuations accounted for approximately 1.2% of the decrease over prior year. Paper pricing decreased which provided relief in the first and second quarters of 2023 compared to the inflationary pressures in 2022.

Selling, General and Administrative Expenses (“SG&A”)

SG&A for the second quarter of 2023 was $16.3 million, a decrease of $14.0 million, or 46.2%, from $30.3 million in the second quarter of 2022. The change in SG&A was primarily due to a $13.0 million decrease in stock compensation expense, primarily related to reductions in expense associated with the 2021 LTIP PRSUs. Additionally, currency rate fluctuations accounted for approximately 0.7% of the decrease over prior year.

Depreciation and Amortization

Depreciation and amortization expenses for the second quarter of 2023 were $8.1 million, an increase of $0.1 million, or 1.3%, from $8.0 million in the second quarter of 2022 primarily due to an increase in depreciation of building improvements. Additionally, currency rate fluctuations accounted for approximately 1.3% of a benefit over prior year.

Other Operating Expense, Net

Other operating expense, net for the second quarter of 2023 was $1.4 million, unchanged from expense of $1.4 million in the second quarter of 2022.

Interest Expense

Interest expense for the second quarter of 2023 was $5.9 million, an increase of $1.0 million, or 20.4%, from $4.9 million in the second quarter of 2022. The change was due to increases in interest rates associated with our first lien credit facilities during the second quarter of 2023 compared to the second quarter of 2022.

Foreign Currency (Gain) Loss

Foreign currency loss for the second quarter of 2023 was $0.7 million, a change of $3.0 million, or 130.4%, from foreign currency gain of $2.3 million in the second quarter of 2022 due to the volatility in Euro exchange rates compared to USD.

Other Non-Operating Income, Net

Other non-operating income, net for the second quarter of 2023 was $0.4 million and represents the unrealized gain on our investment in a money market fund. Other non-operating income, net was not material for the second quarter of 2022.

Income Tax Expense (Benefit)

Income tax expense for the second quarter of 2023 was $0.3 million, or an effective tax rate of (15.5)%. Income tax benefit was $2.7 million in the second quarter of 2022, or an effective tax rate of 19.1%. The fluctuation in the effective tax rate between periods was primarily attributable to a tax expense of $0.1 million related to stock-based compensation shortfall recognized for the three months ended June 30, 2023. The effective tax rate is less than the U.S. federal statutory rate due primarily to stock-based compensation adjustments.

Net Loss

Net loss for the second quarter of 2023 decreased $9.2 million to $2.1 million from a net loss of $11.3 million in the second quarter of 2022. The change was due to the reasons discussed above.

EBITDA and AEBITDA

EBITDA for the second quarter of 2023 was $20.8 million, an increase of $12.1 million, or 139.1%, compared to $8.7 million in the second quarter of 2022. Adjusting for one-time costs, AEBITDA for the second quarter of 2023 and 2022 totaled $19.0 million and $18.2 million, respectively, an increase of $0.8 million, or 4.4%.

Comparison of Six Months Ended June 30, 2023 to Six Months Ended June 30, 2022


	Six Months Ended June 30,
	2023			% Net revenue			2022			% Net revenue
Net revenue	$	163.1		―			$	169.3		―
Cost of goods sold		105.4			64.6			116.4			68.8
Gross profit		57.7			35.4			52.9			31.2
Selling, general and administrative expenses		43.5			26.7			60.0			35.4
Depreciation and amortization expense		16.1			9.9			16.2			9.6
Other operating expense, net		2.6			1.6			1.9			1.1
Loss from operations		(4.5	)		(2.8	)		(25.2	)		(14.9	)
Interest expense		11.6			7.1			9.9			5.8
Foreign currency (gain) loss		0.9			0.6			(2.9	)		(1.7	)
Other non-operating income, net		(0.7	)		(0.4	)		-			-
Loss before income tax benefit		(16.3	)		(10.0	)		(32.2	)		(19.0	)
Income tax benefit		(1.8	)		(1.1	)		(6.8	)		(4.0	)
Net loss	$	(14.5	)		(8.9	)	$	(25.4	)		(15.0	)

Non-GAAP
EBITDA	$	28.3					$	14.3
AEBITDA (Constant Currency)	$	34.1					$	37.3

Net Revenue

The following tables and the discussion that follows compare our net revenue by geographic region and by product line for the six months ended June 30, 2023 and 2022 on a GAAP basis and on a non-GAAP constant currency basis as described above and in the discussion below. See also “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for further detail:


	Six Months Ended June 30,
	2023		% Net revenue		2022		% Net revenue
North America	$	63.3		38.8	$	65.2		38.5
Europe/Asia		99.8		61.2		104.1		61.5
Net revenue	$	163.1		100.0	$	169.3		100.0

Cushioning machines	$	74.2		45.5	$	73.8		43.6
Void-Fill machines		61.3		37.6		66.1		39.0
Wrapping machines		17.7		10.8		21.2		12.5
Other		9.9		6.1		8.2		4.9
Net revenue	$	163.1		100.0	$	169.3		100.0


	Non-GAAP Constant Currency
	Six Months Ended June 30,
	2023		% Net revenue		2022		% Net revenue		$ Change			% Change
North America	$	63.3		37.4	$	65.2		37.3	$	(1.9	)		(2.9	)
Europe/Asia		106.1		62.6		109.7		62.7		(3.6	)		(3.3	)
Net revenue	$	169.4		100.0	$	174.9		100.0	$	(5.5	)		(3.1	)

Cushioning machines	$	77.5		45.7	$	76.6		43.8	$	0.9			1.2
Void-Fill machines		63.2		37.3		67.9		38.8		(4.7	)		(6.9	)
Wrapping machines		18.3		10.8		21.6		12.3		(3.3	)		(15.3	)
Other		10.4		6.2		8.8		5.1		1.6			18.2
Net revenue	$	169.4		100.0	$	174.9		100.0	$	(5.5	)		(3.1	)

Net revenue for the six months ended June 30, 2023 was $163.1 million compared to net revenue of $169.3 million in the six months ended June 30, 2022, a decrease of $6.2 million or 3.7% year over year. Net revenue was negatively impacted by decreases in void-fill and wrapping, partially offset by increases in cushioning and other products. In addition to currency headwinds, which contributed 0.6% of pressure, revenue was negatively affected by lower economic activity, the impact inflationary pressures are having on consumer and corporate budgets, and increased business sponsoring costs. Cushioning increased $0.4 million, or 0.5%, to $74.2 million from $73.8 million; void-fill decreased $4.8 million, or 7.3%, to $61.3 million from $66.1 million; wrapping decreased $3.5 million, or 16.5%, to $17.7 million from $21.2 million; and other sales increased $1.7 million, or 20.7%, to $9.9 million from $8.2 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Other net revenue includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field, such as systems accessories. The decrease in net revenue is quantified by a decrease in the volume of sales of our paper consumable products of approximately 6.4 percentage points (“pp”), partially offset by a 2.4 pp increase in the price or mix of our paper consumable products, and an increase of 1.0 pp in sales of automated box sizing equipment. Constant currency net revenue was $169.4 million for the six months ended June 30, 2023, a 3.1% decrease from constant currency net revenue of $174.9 million for the six months ended June 30, 2022.

Net revenue in North America for the six months ended June 30, 2023 totaled $63.3 million compared to net revenue in North America of $65.2 million in the six months ended June 30, 2022. The decrease of $1.9 million, or 2.9%, was primarily attributable to decreases in wrapping sales and void-fill, partially offset by increases in other sales.

Net revenue in Europe/Asia for the six months ended June 30, 2023 totaled $99.8 million compared to net revenue in Europe/Asia of $104.1 million in the six months ended June 30, 2022. The decrease of $4.3 million, or 4.1%, was driven by lower void-fill, wrapping, and other sales, as well as currency headwinds, partially offset by increases in cushioning sales. Constant currency net revenue in Europe/Asia was $106.1 million for the six months ended June 30, 2023, a $3.6 million, or 3.3%, decrease from constant currency net revenue of $109.7 million for the six months ended June 30, 2022.

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2023 totaled $105.4 million, a decrease of $11.0 million, or 9.5%, compared to $116.4 million in the six months ended June 30, 2022. The change was primarily due to lower input costs and depreciation over the

prior year. Additionally, currency rate fluctuations accounted for approximately 0.6% of the decrease over prior year. Paper pricing decreased which provided relief in the first half of 2023 compared to the inflationary pressures in 2022.

Selling, General and Administrative Expenses (“SG&A”)

SG&A for the six months ended June 30, 2023 was $43.5 million, a decrease of $16.5 million, or 27.5%, from $60.0 million in the six months ended June 30, 2022. The change in SG&A was primarily due to a decrease in stock compensation expense, primarily related to reductions in expense associated with the 2021 LTIP PRSUs. Additionally, currency rate fluctuations accounted for approximately 0.3% of the decrease over prior year.

Depreciation and Amortization

Depreciation and amortization expenses for the six months ended June 30, 2023 were $16.1 million, a decrease of $0.1 million, or 0.6%, from $16.2 million in the six months ended June 30, 2022 primarily due to a decrease in depreciation of computer software. Additionally, currency rate fluctuations accounted for approximately 0.6% of the decrease over prior year.

Other Operating Expense, Net

Other operating expense, net for the six months ended June 30, 2023 was $2.6 million, an increase of $0.7 million from expense of $1.9 million in the six months ended June 30, 2022. The increase in other operating expense, net was primarily due to an increase in research and development costs.

Interest Expense

Interest expense for the six months ended June 30, 2023 was $11.6 million, an increase of $1.7 million, or 17.2%, from $9.9 million in the six months ended June 30, 2022. The change was due to increases in interest rates associated with our first lien credit facilities during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Foreign Currency (Gain) Loss

Foreign currency loss for the six months ended June 30, 2023 was $0.9 million, a change of $3.8 million, or 131.0%, from foreign currency gain of $2.9 million in the six months ended June 30, 2022 due to the volatility in Euro exchange rates compared to USD.

Other Non-Operating Income, Net

Other non-operating income, net for the six months ended June 30, 2023 was $0.7 million and represents the unrealized gain on our investment in a money market fund. Other non-operating income, net was not material for the six months ended June 30, 2022.

Income Tax Expense (Benefit)

Income tax benefit for the six months ended June 30, 2023 was $1.8 million, or an effective tax rate of 11.1%. Income tax benefit was $6.8 million in the six months ended June 30, 2022, or an effective tax rate of 21.1%. The fluctuation in the effective tax rate between periods was primarily attributable to a tax expense of $1.2 million related to stock-based compensation shortfall recognized for the six months ended June 30, 2023. The effective tax rate is less than the U.S. federal statutory rate due primarily to stock-based compensation adjustments.

Net Loss

Net loss for the six months ended June 30, 2023 decreased $10.9 million to $14.5 million from a net loss of $25.4 million in the six months ended June 30, 2022. The change was due to the reasons discussed above.

EBITDA and AEBITDA

EBITDA for the six months ended June 30, 2023 was $28.3 million, an increase of $14.0 million, or 97.9%, compared to $14.3 million in the six months ended June 30, 2022. Adjusting for one-time costs, AEBITDA for the six months ended June 30, 2023 and 2022 totaled $34.1 million and $37.3 million, respectively, a decrease of $3.2 million, or 8.6%.

Presentation and Reconciliation of GAAP to Non-GAAP Measures

As noted above, we believe that in order to better understand the performance of the Company, providing non-GAAP financial measures to users of our financial information is helpful. We believe presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively our operating performance and compare the results of our operations from period to period and against peers without regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of EBITDA and AEBITDA may not be comparable to other similarly titled measures of other companies. These non-GAAP financial measures should not be ~~read~~considered as ~~being applicable~~alternatives to, ~~all forward-looking statements whenever they appear~~or more meaningful than, measures of financial performance as determined in accordance with GAAP or as indicators of operating performance.

The following tables and related notes reconcile certain non-GAAP measures, including the non-GAAP constant currency measures, to GAAP information presented in this Quarterly ~~Report. For these statements, we claim~~Report on Form 10-Q for the ~~protection~~three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,
	2023			2022			$ Change			% Change
Net revenue	$	81.9		$	86.8		$	(4.9	)		(5.6	)
Cost of goods sold		51.7			58.5			(6.8	)		(11.6	)
Gross profit		30.2			28.3			1.9			6.7
Selling, general and administrative expenses		16.3			30.3			(14.0	)		(46.2	)
Depreciation and amortization expense		8.1			8.0			0.1			1.3
Other operating expense, net		1.4			1.4			-			-
Income (loss) from operations		4.4			(11.4	)		15.8			(138.6	)
Interest expense		5.9			4.9			1.0			20.4
Foreign currency gain		0.7			(2.3	)		3.0			(130.4	)
Other non-operating income, net		(0.4	)		-			(0.4	)	―
Loss before income tax benefit		(1.8	)		(14.0	)		12.2			(87.1	)
Income tax expense (benefit)		0.3			(2.7	)		3.0			(111.1	)
Net loss		(2.1	)		(11.3	)		9.2			(81.4	)

Depreciation and amortization expense – COS		8.6			9.8			(1.2	)		(12.2	)
Depreciation and amortization expense – D&A		8.1			8.0			0.1			1.3
Interest expense		5.9			4.9			1.0			20.4
Income tax expense (benefit)		0.3			(2.7	)		3.0			(111.1	)
EBITDA(1)		20.8			8.7			12.1			139.1

Adjustments(2):
Unrealized (gain) loss translation		0.6			(2.3	)		2.9			(126.1	)
Non-cash impairment losses		0.5			0.2			0.3			150.0
M&A, restructuring, severance		1.3			1.1			0.2			18.2
Amortization of restricted stock units		(9.5	)		5.3			(14.8	)		(279.2	)
Amortization of cloud-based software implementation costs(3)		0.8			0.7			0.1			14.3
Cloud-based software implementation costs		1.2			2.3			(1.1	)		(47.8	)
SOX remediation costs		2.4			-			2.4		―
Other adjustments		0.1			1.3			(1.2	)		(92.3	)
Constant currency		0.8			0.9			(0.1	)		(11.1	)
Constant Currency AEBITDA(1)		19.0			18.2			0.8			4.4


	Six Months Ended June 30,
	2023			2022			$ Change			% Change
Net revenue	$	163.1		$	169.3		$	(6.2	)		(3.7	)
Cost of goods sold		105.4			116.4			(11.0	)		(9.5	)
Gross profit		57.7			52.9			4.8			9.1
Selling, general and administrative expenses		43.5			60.0			(16.5	)		(27.5	)
Depreciation and amortization expense		16.1			16.2			(0.1	)		(0.6	)
Other operating expense, net		2.6			1.9			0.7			36.8
Income (loss) from operations		(4.5	)		(25.2	)		20.7			(82.1	)
Interest expense		11.6			9.9			1.7			17.2
Foreign currency gain		0.9			(2.9	)		3.8			(131.0	)
Other non-operating income, net		(0.7	)		-			(0.7	)	―
Loss before income tax benefit		(16.3	)		(32.2	)		15.9			(49.4	)
Income tax benefit		(1.8	)		(6.8	)		5.0			(73.5	)
Net loss		(14.5	)		(25.4	)		10.9			(42.9	)

Depreciation and amortization expense – COS		16.9			20.4			(3.5	)		(17.2	)
Depreciation and amortization expense – D&A		16.1			16.2			(0.1	)		(0.6	)
Interest expense		11.6			9.9			1.7			17.2
Income tax benefit		(1.8	)		(6.8	)		5.0			(73.5	)
EBITDA(1)		28.3			14.3			14.0			97.9

Adjustments(2):
Unrealized gain translation		0.8			(2.9	)		3.7			(127.6	)
Non-cash impairment losses		0.9			0.2			0.7			350.0
M&A, restructuring, severance		1.5			1.6			(0.1	)		(6.3	)
Amortization of restricted stock units		(6.7	)		14.1			(20.8	)		(147.5	)
Amortization of cloud-based software implementation costs(3)		1.5			1.4			0.1			7.1
Cloud-based software implementation costs		2.4			4.8			(2.4	)		(50.0	)
SOX remediation costs		2.4			-			2.4		―
Other adjustments		1.4			2.5			(1.1	)		(44.0	)
Constant currency		1.6			1.3			0.3			23.1
Constant Currency AEBITDA(1)		34.1			37.3			(3.2	)		(8.6	)

(see subsequent footnotes)

(1) Reconciliations of EBITDA and AEBITDA for each period presented are to net (loss) income, the nearest GAAP equivalent.

(2) Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the ~~safe harbor for forward-looking statements contained~~global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.

(3) Represents amortization of capitalized costs related to the implementation of the global ERP system, which are included in SG&A.

Liquidity and Capital Resources

Liquidity describes the ~~Private Securities Litigation Reform Act. Actual results could differ materially~~ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. We evaluate liquidity in terms of cash flows from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

~~Overview~~

We are a blank check company incorporated on July 13, 2017 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). We intend to effectuate our initial business combination using cash from the proceeds of our initial public offeringoperations and other sources and the ~~Private Placement of the private placement warrants. We may also use our shares, debt or a combination of cash, equity and debt to effectuate our initial business combination.~~

On January 22, 2018, we consummated our initial public offering (the “Initial Public Offering”) of 30,000,000 units (the “Units”). Each unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $300 million. Prior to the consummation of the initial public offering, the Sponsor purchased 8,625,000 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and certain other investors (the “Anchor Investors”) purchased 3,750,000 Class B ordinary shares for an aggregate purchase price of $37,500, or approximately $0.01 per share (together, the “Founder Shares”). The founder shares were issued to the anchor investors in connection with their agreement to purchase an aggregate of 15,000,000 ordinary shares (13,025,000 Class A ordinary shares and 1,975,000 Class C ordinary shares) (“Forward Purchase Shares”), plus an aggregate of 5,000,000 redeemable warrants (“Forward Purchase Warrants”) for $10.00 per share, for an aggregate purchase price of $150 million, in a private placement to occur concurrently with the closing of the initial business combination (the “Forward Purchase Agreements”). We also entered into the strategic partnership agreement (the “Strategic Partnership Agreement”), pursuant to which the Sponsor transferred 525,000 founder shares to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership, both affiliates of The Blackstone Group L.P. (together, the “BSOF Entities”). On March 8, 2018, following the expiration of the underwriters’ over-allotment option granted in the initial public offering, the Sponsor surrendered 1,125,000 Class B ordinary shares to the Company for no consideration, which the Company cancelled.

Upon execution of the forward purchase agreements, each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares. The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares do not grant their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following the consummation of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon the transfersufficiency of such ~~Class C ordinary share~~cash flows to ~~an unaffiliated third party.~~fund our operating, investing and financing activities.

Pursuant to the Strategic Partnership Agreement, the BSOF Entities have agreed to act as our strategic partner and may provide debt or equity financing in connection with our initial business combination, but are not required to do so. The founder shares held by the BSOF Entities are subject to certain transfer restrictions, forfeiture and earnout provisions similar to those imposed upon our Sponsor and the anchor investors. If we seek shareholder approval of our initial business combination, the BSOF Entities have agreed to vote any founder shares they may own in favor of such initial business combination. The BSOF Entities may designate one observer to our board of directors until the consummation of our initial business combination. The BSOF Entities have also separately purchased an aggregate of 560,000 Private Placement Warrants, at a price of $1.00 per warrant, in the Initial Private Placement. Such Private Placement Warrants have the same terms and conditions as those purchased by our anchor investors. The BSOF Entities will be entitled to registration rights with respect any ordinary shares and warrants held by them. We believe that our cash balances together with borrowing capacity under the ~~combination~~revolving portion of ~~capital provided by our anchor investors and a strategic partnership with~~ the ~~BSOF Entities~~Facilities will provide us with ~~a material advantage in effecting an initial business combination.~~

~~Simultaneously with~~sufficient resources to cover our current requirements. Our main liquidity needs relate to capital expenditures and expenses for the ~~closing~~production and maintenance of the initial public offering, the Company consummated the private placement (“Initial Private Placement”) of 8,000,000 warrants (“Private Placement Warrants”) each exercisable to purchase one Class A ordinary share or Class C ordinary share, as applicable,PPS systems placed at ~~$11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8 million.~~

Upon the closing of the initial public offering and the Initial Private Placement, $300 million ($10.00 per unit) from the net proceeds thereof was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”), and is invested in a money market fund selected by the Company until the earlier of: (i) the completion of the initial business combination or (ii) the redemption of the Company’s public shares if the Company is unable to complete a business combination by January 22, 2020, subject to applicable law.

After the payment of underwriting discounts and commissions (excluding the deferred portion of $10,500,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $1,000,000 in expenses relating to the initial public offering, approximately $1,000,000 of the net proceeds of the initial public offering and Initial Private Placement was not deposited into the Trust Account and was retained by us forend-user facilities, working capital, ~~purposes. The net proceeds deposited into~~including the ~~Trust Account remain~~purchase of paper raw materials, and payments of principal and interest on ~~deposit in the Trust Account earning interest.~~

~~Results of Operations and Known Trends or Future Events~~

~~We have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of~~ our initial Business Combination. Our entire activity from inception to March 31, 2018 relates to our formation, consummation of the initial public offering, the Strategic Partnership Agreement, the forward purchase agreements, and, since the closing of the initial public offering, the search for a Business Combination candidate. Going forward, we expect to incur increased costs and expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs and expenses associated with search for and diligence of, an initial business combination.outstanding debt. We expect our ~~expenses~~capital expenditures to increase ~~substantially after this period.~~

~~For the quarter ended March 31, 2018,~~as we ~~had net income of $588,617, which consisted of interest income held in the Trust Account offset by operating costs~~continue to grow our business, expand our manufacturing footprint, and ~~administrative fees.~~

~~Liquidity~~upgrade our existing systems and ~~Capital Resources~~

~~Until the consummation of~~facilities. We continue to evaluate our ~~initial public offering, our only source of liquidity was an initial sale of the founder shares~~inventory requirements and adjust according to our ~~Sponsor,~~volume forecasts. Our future capital requirements and the ~~proceeds~~adequacy of ~~loans from our Sponsor in the amount of $148,844. In connection with our initial public offering, we incurred offering costs of $18,227,149 (including underwriting discounts~~available funds will depend on many factors, and commissions of $6,000,000 and deferred underwriting discounts and commissions of $10,500,000). Other incurred offering costs consisted principally of formation and preparation fees related to our initial public offering.

~~Upon the closing of our initial public offering, we generated $300,000,000 of gross proceeds.~~

On January 22, 2018, simultaneously with the sale of the units, we completed a private placement with our sponsor for 5,333,333 private placement warrants at a purchase price of $1.50 per warrant, generating gross proceeds of $8,000,000.

Approximately $300,000,000 of the net proceeds from our initial public offering and the private placement warrants has been deposited in the Trust Account established for the benefit of our public shareholders. The $300,000,000 of net proceeds held in the Trust Account includes $10,500,000 of deferred underwriting discounts and commissions that will be released to the underwriters of the initial public offering upon completion of our initial business combination. Of the gross proceeds from the initial public offering that were not deposited in the Trust Account, $6,000,000 was used to pay underwriting discounts and commissions in the initial public offering and the balance was reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to us (less taxes payable and deferred underwriting commissions) and the proceeds from the sale of the forward purchase securities to complete our initial business combination. We may withdraw interest to pay our income taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We do not believe we will need to raise additional funds following our initial public offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of any such loans have not been determined, and no written agreement exists with respect thereto. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, officers, directors or their respective affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we are unable to ~~complete~~obtain needed additional funds, we may have to reduce our ~~initial business combination because~~operating costs or incur additional debt, which could impair our growth prospects and/or otherwise negatively impact our business. Further, volatility in the equity and credit markets resulting from the conflict in Ukraine, or other macroeconomic factors could make obtaining new equity or debt financing more difficult or expensive.

We had $53.9 million in cash and cash equivalents as of June 30, 2023 and $62.8 million as of December 31, 2022. Including finance lease liabilities and excluding deferred financing costs, we dohad $402.9 million in debt, $2.7 million of which was classified as

short-term, as of June 30, 2023, compared to $396.9 million in debt, $2.4 million of which was classified as short-term, as of December 31, 2022. At June 30, 2023, we did not have ~~sufficient funds available to us,~~amounts outstanding under our $45.0 million revolving credit facility, and we ~~will be forced to cease operations and liquidate~~had no borrowings under such facility through August 3, 2023.

Share Repurchase Program

On July 26, 2022, the ~~Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

~~Critical Accounting Policies and Estimates~~

~~This management’s discussion and analysis~~Directors authorized a general share repurchase program of our Class A common stock of up to $50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual amount of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors.

Debt Profile

The material terms of the Facilities are summarized in Note 7, “Long-Term Debt” to the unaudited condensed consolidated financial ~~condition~~statements included elsewhere in this Quarterly Report on Form 10-Q. The First Lien Term Facility matures in 2026 and ~~results~~the Revolving Facility matures in 2025. As of ~~operations~~June 30, 2023 and December 31, 2022, no amounts were outstanding under the Revolving Facility. Borrowings under the Facilities, at our option, bear interest at either (1) an adjusted eurocurrency rate or, as of the effectiveness of Amendment No. 2 (as defined below), the SOFR rate, or (2) a base rate, in each case plus an applicable margin. The applicable margin is ~~based~~3.75% with respect to eurocurrency borrowings or SOFR borrowings, as applicable, and 2.75% with respect to base rate borrowings, in each case assuming a first lien net leverage ratio of less than 5.00:1.00, subject to a leverage-based step-up to an applicable margin equal to 4.00% for eurocurrency borrowings and SOFR borrowings, as applicable, and 3.00% with respect to base rate borrowings. The interest rate for the First Lien Dollar Term Facility as of June 30, 2023 and December 31, 2022, was 9.26% and 7.88%, respectively. The interest rate for the First Lien Euro Term Facility as of June 30, 2023 and December 31, 2022, was 7.22% and 5.25%, respectively. Global interest rates have risen meaningfully in 2023 and we expect interest on our ~~financial statements, which~~Facilities to increase.

The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $5.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of June 30, 2023, we had $1.4 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $43.6 million.

The Facilities will provide us with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $95.0 million and 100% of Consolidated Adjusted EBITDA (as defined in the definitive documentation with respect to the Facilities) for the four consecutive fiscal quarters most recently ended, plus any voluntary prepayments of the First Lien Term Facility (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

Cash Flows

The following table sets forth our summary cash flow information for the periods indicated:


	Six Months Ended June 30,
	2023			2022
Net cash provided by (used in) operating activities	$	16.6		$	(16.3	)
Net cash used in investing activities		(25.2	)		(23.8	)
Net cash used in financing activities		(0.7	)		(3.7	)
Effect of Exchange Rate Changes on Cash		0.4			(0.9	)
Net Decrease in Cash and Cash Equivalents		(8.9	)		(44.7	)
Cash and Cash Equivalents, beginning of period		62.8			103.9
Cash and Cash Equivalents, end of period	$	53.9		$	59.2

Cash Flows Provided by (Used in) Operating Activities

Net cash provided by operating activities was $16.6 million in the six months ended June 30, 2023. Cash used in operating activities was $16.3 million in the six months ended June 30, 2022. The changes in operating cash flows are largely due to the increases in cash earnings due to decreased input costs and decreased SG&A.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $25.2 million in the six months ended June 30, 2023 and reflects cash used for production of converter equipment and leasehold improvements for our new facilities in Connecticut and The Netherlands. Cash used in investing

activities was $23.8 million in the six months ended June 30, 2022 and reflects cash used for production of converter equipment; cash used for the renovation of our global headquarters in Concord, Ohio; and cash used for leasehold improvements for our new facilities in Connecticut and The Netherlands.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $0.7 million in the six months ended June 30, 2023 and reflects debt repayments, payments on finance lease liabilities, tax payments for withholdings on stock compensation, and legal fees paid related to a modification of our debt facilities, partially offset by proceeds received from an equipment financing arrangement. Net cash used in financing activities was $3.7 million in the six months ended June 30, 2022 and reflects debt repayments, payments on finance lease liabilities, and tax payments for withholdings on stock compensation.

Contractual Obligations and Other Commitments

We lease production and administrative facilities as well as automobiles, machinery and equipment. We have ~~been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates~~various contractual obligations and ~~judgments~~commercial commitments that ~~affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and~~are recorded as liabilities in our condensed consolidated financial statements. ~~On an ongoing basis, we evaluate our estimates~~Other items, such as purchase obligations and ~~judgments, including those related to fair value of financial instrument and accrued expenses. We base our estimates on historical experience, known trends and events and various~~ other ~~factors that we believe~~executory contracts, are not recognized as liabilities, but are required to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe theredisclosed. There have been no significant changes outside the ordinary course of business to our “Contractual Obligations” table in ~~our critical accounting policies as discussed in our Annual Report on Form 10-K for~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the ~~fiscal year ended December 31, 2017 filed with the SEC on March 29, 2018.~~2022 10-K.

~~Recent Accounting Pronouncements~~

~~Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~

Off-Balance Sheet Arrangements

~~As of March 31, 2018, we~~We did not have any off-balance sheet arrangements as ~~defined~~of June 30, 2023.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in ~~Item 303(a)(4)(ii)~~conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amount of ~~Regulation S-K.~~

~~JOBS Act~~

~~The JOBS Act contains provisions~~assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe that ~~among other things, relax certain reporting requirements for qualifying public companies. We qualify~~the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as ~~an “emerging growth company” and under the JOBS Act are allowed~~ to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards,future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and various other assumptions that we believe are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies and estimates, are disclosed in our 2022 10-K.

Impairment of Goodwill, Indefinite-Lived Intangible Assets, and Long-Lived Assets

We periodically review goodwill and indefinite-lived intangible assets for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value of our goodwill reporting units or identifiable indefinite-lived intangible assets may ~~not comply with new~~be less than their fair values. Additionally, we review our long-lived asset groups whenever there is evidence that events or ~~revised accounting standards on~~changes in circumstances indicate the ~~relevant dates on which adoption~~carrying value of ~~such standards is required for non-emerging growth companies. As such,~~ our ~~financial statements~~asset groups may not be ~~comparable~~recoverable. If events or circumstances exist, including a continuation of current market conditions, that indicate that the carrying value of our goodwill reporting units or identifiable indefinite-lived intangible assets may be less than their fair values, or the carrying amount of our long lived-asset groups may no longer be recoverable, we may recognize a non-cash impairment of goodwill, identifiable indefinite-lived intangible assets, or long-lived asset groups, which could have a material adverse effect on our consolidated financial condition or results of operations in future periods. For additional information on our accounting principles with respect to ~~companies~~goodwill, identifiable indefinite-lived intangible assets, and long-lived assets, please see “Management Discussion & Analysis – Critical Accounting Policies” in our 2022 10-K.

As of June 30, 2023, there were no indicators to suggest that ~~comply with public company effective dates.~~it is more likely than not that the fair value of our reporting units and indefinite-lived intangible assets were below their carrying values. As of June 30, 2023, there were no indicators of impairment present for long-lived assets that required us to test for recoverability.

If we fail an impairment test, any non-cash impairment charge may have an adverse effect on our results of operations and financial condition. We will continue to monitor events and circumstances for indicators of impairment in our reporting units, indefinite-lived intangible assets, and asset groups.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

~~There have been no material changes~~Changes in interest rates affect the amount of interest income we earn on cash, cash equivalents and short-term investments and the amount of interest expense we pay on borrowings under the floating rate portions of our Facilities. A hypothetical 100 basis point increase or decrease in the ~~Company’s market risk during~~applicable base interest rates under our Facilities would have resulted in a $3.0 million impact on our cash interest expense for the ~~three~~six months ended ~~March 31, 2018. For additional information refer~~June 30, 2023. We use interest rate swap agreements to ~~Part II, Item 7A of our Annual~~manage this exposure.

Refer to Note 7, “Long-Term Debt” and Note 8, “Derivative Instruments” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form ~~10-K~~10-Q for additional information.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk related to our transactions and subsidiaries’ balances that are denominated in currencies other than USD, our reporting currency. See “Effect of Currency Fluctuations” in Item 2 previously for more information about our foreign currency exchange rate exposure. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows and maintaining access to credit in the principal currencies in which we conduct business. Additionally, we hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8, “Derivative Instruments” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

For the six months ended June 30, 2023, net revenue denominated in currencies other than USD amounted to $50.7 million or 61.9% of our net revenue for the ~~fiscal year~~period. Substantially all of this amount was denominated in Euro. A 10% increase or decrease in the value of the Euro to the USD would have caused our reported net revenue for the six months ended ~~December 31, 2017 filed~~June 30, 2023 to increase or decrease by approximately $10.0 million.

Commodity Price Risk

While our business is significantly impacted by price fluctuations related to the purchase, production and sale of paper products, we are typically not directly exposed to market price fluctuations in paper purchase or sale prices as we historically have negotiated prices with suppliers on an annual basis and negotiate prices with distributors reflecting competitive market terms. Our strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand. However, due to global inflation and other macroeconomic factors, including the ~~SEC on March 29, 2018.~~conflict in Ukraine, we may be subject to significantly more commodity price volatility than we have historically experienced.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Disclosure~~We maintain disclosure controls and ~~procedures are controls and other~~ procedures that are designed to ~~ensure~~provide reasonable assurance that material information required to be disclosed in our reports ~~filed~~that we file or ~~submitted~~submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure.

~~As required by Rules 13a-15~~ In designing and ~~15d-15 under~~evaluating the ~~Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our~~ disclosure controls and procedures, ~~as of March 31, 2018. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded~~management recognized that ~~our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.~~

~~Changes in Internal Control over Financial Reporting~~

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Limitations on the Effectiveness of Controls~~

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting will prevent all errors and all fraud. Aa control system, no matter how well ~~conceived~~designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. ~~Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.~~ Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within ~~the Company~~a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective, due to the material weaknesses in internal control over financial reporting that are described in the 2022 10-K.

Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our CEO and CFO, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Quarterly Report, in conformity with U.S. generally accepted accounting principles.

Remediation Plans

As previously described in Part II – Item 9A – Controls and Procedures of the 2022 10-K, we continue to implement a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

The Company anticipates remediating a majority, but not all, of its previously identified material weakness described in the 2022 10-K by the end of calendar year 2023. Progress has been made against Management’s plan to remediate these material weaknesses, but for Management to consider a material weakness remediated the related controls are required to function as anticipated for a minimum period. As the Company is executing its remediation plan in 2023, changes to the timing of remediation activities and delays may be experienced that could delay when the material weakness is considered remediated. Controls may be functioning as expected by the end of 2023 but may not function in its final state for a minimum period in 2023. As part of its remediation plan, Management will put mitigating controls in place to minimize risk associated with any open material weaknesses.

Changes in Internal Control Over Financial Reporting

In response to the material weaknesses described in the 2022 10-K, the Company reviewed the design of its controls and began remediation activities to alleviate the noted control deficiencies. Other than these items, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

~~Cautionary Note Regarding Forward-Looking Statements~~

All statements other than statements of historical fact included in this report, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this report should be read as being applicable to all forward-looking statements whenever they appear in this report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Item 1. Legal ~~Proceedings.~~Proceedings

None.

~~None.~~

Item 1A. Risk ~~Factors.~~Factors

~~Factors that could cause~~Information about our ~~actual results to differ materially from those~~risk factors is contained in ~~this report are any~~Item 1A of the risks disclosed under the caption “Risk Factors” in our prospectus for our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 29, 2018 and incorporated by reference herein. Any of the factors described therein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.2022 10-K.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

None.

Prior to our initial public offering, we issued 8,625,000 founder shares to our sponsor in exchange for a capital contribution of $25,000, or approximately $0.003 per share. Subsequently, our sponsor transferred 525,000 founder shares to the BSOF Entities. In addition, in connection with the forward purchase agreements, we issued to the anchor investors an aggregate of 3,750,000 founder shares for $0.01 per share prior to our initial public offering. Our sponsor, the BSOF Entities and the anchor investors currently own 6,735,000, 525,000 and 3,750,000 founder shares, respectively. Substantially concurrently with the consummation of the initial public offering, the Company completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) to certain investors at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000.

On January 22, 2018, the Company consummated the initial public offering of 30,000,000 units. Each unit consists of one Class A ordinary share and one-half of one warrant. Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering and I-Bankers Securities, Inc. acted as the co-manager for the offering. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $300,000,000, which has been deposited into a Trust Account with Continental Stock Transfer & Trust Company acting as trustee.

Item 3. Defaults Upon Senior ~~Securities.~~Securities

None.

~~None.~~

Item 4. Mine Safety ~~Disclosures.~~Disclosures

Not applicable.

Item 5. Other ~~Information.~~Information

None.

~~None.~~40

Item 6. ~~Exhibits.~~Exhibits

~~Exhibit~~ ~~Number~~
Exhibit No.		Description

3.1		~~Amended and Restated Memorandum and Articles~~Certificate of ~~Association (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)~~.
~~4.1~~		~~Form~~Incorporation of Specimen Unit Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.2~~		Form of Specimen Ordinary Share Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.3~~		Form of Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~4.4~~		~~Warrant Agreement, dated January 17, 2018, between~~ the Company ~~and Continental Stock Transfer & Trust Company, as warrant agent~~ (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on ~~January 22, 2018)~~June 6, 2019).
~~10.1~~
3.2		~~Letter Agreement, dated January 17, 2018, among~~Bylaws of the Company ~~One Madison Group LLC and the Company’s officers and directors~~ (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on ~~January 22, 2018)~~June 6, 2019).
~~10.2~~		Investment Management Trust Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.3~~ 4.1		Registration Rights Agreement, dated January 17, 2018, between the Company, One Madison Group LLC and certain investors (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.4~~		Administrative Services Agreement, dated January 17, 2018, between the Company and One Madison Group LLC (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018).
~~10.5~~		Strategic Partnership Agreement, dated as of December 15, 2017, among the Company, One Madison Group LLC, BSOF Master Fund L.P. and BSOF Master Fund II L.P., including Amendment No. 1 thereto dated January 5, 2018Specimen Common Stock Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form ~~S-1,~~S-3, as amended (File No. ~~333-220956)~~333-232105), filed with the SEC on ~~January 5, 2018)~~July 26, 2019.

~~Exhibit~~ ~~Number~~		~~Description~~)

~~10.6~~ 10.1		~~Forward Purchase~~Amendment No. 2, dated April 4, 2023, which amends that certain First Lien Credit Agreement, dated June 3, 2019, among Ranpak Corp., Ranpak B.V., Ranger Pledgor LLC, the ~~Company, One Madison Group~~lenders and issuing banks from time to time party thereto and Goldman Sachs Lending Partners LLC, ~~and JS Capital, LLC~~as administrative agent (incorporated by reference to ~~the corresponding exhibit to~~Exhibit 10.1 of the Company’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-220956)~~8-K (No. 0001-38348), filed with the SEC on ~~October 13, 2017)~~April 4, 2023).
~~10.7~~
10.2		~~Forward Purchase~~Amendment No. 3, dated June 5, 2023, which amends that certain First Lien Credit Agreement, dated June 3, 2019, among Ranpak Corp., Ranpak B.V., Ranger Pledgor LLC, the ~~Company, One Madison Group~~lenders and issuing banks from time to time party thereto and Goldman Sachs Lending Partners LLC, ~~and Soros Capital LLC~~as administrative agent (incorporated by reference to ~~the corresponding exhibit to~~Exhibit 10.2 of the Company’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-220956)~~8-K (No. 0001-38348), filed with the SEC on ~~October 13, 2017)~~June 6, 2023).
~~10.8~~		Forward Purchase Agreement among the Company, One Madison Group LLC and Omar M. Asali (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.9~~ 31.1*		Form of Amendment No. 1 to each Forward Purchase Agreement (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~10.10~~		Form of Amendment No. 1 to Forward Purchase Agreements with JS Capital LLC and Soros Capital LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~10.11~~		Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017).
~~10.12~~		Amendment No. 1 dated December 1, 2017 to the Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018).
~~31.1~~		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~31.2~~
31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~32.1~~
32*		Certificate of the Chief Executive Officer ~~of One Madison Corporation~~and Chief Financial Officer pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~32.2~~		~~Certificate of the Chief Financial Officer of One Madison Corporation pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
101.INS		Inline XBRL Instance Document*Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
~~101.SCH~~
101.SCH		Inline XBRL Taxonomy Extension Schema Document*Document
~~101.CAL~~
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document
~~101.DEF~~
101.DEF		Inline XBRL Taxonomy Extension ~~Definition~~Calculation Linkbase Document*Document
~~101.LAB~~
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*Document
~~101.PRE~~
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~SIGNATURES~~* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

~~Date: May 9, 2018~~

	~~ONE MADISON CORPORATION~~
			Ranpak Holdings Corp.
	~~By:~~	~~/s/ Bharani Bobba~~
Date:	August 3, 2023	~~Name: Bharani Bobba~~	By:	/s/ William Drew
		~~Title:~~		William Drew
				Senior Vice President and Chief Financial Officer

~~Cayman Islands~~		~~N/A~~ 98-1377160
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation or Organization)~~		(I.R.S. Employer
incorporation or organization)	Identification Number)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	PACK	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☐ ☒
Non-accelerated filer ~~(Do not check if smaller reporting company)~~	☒ ☐	Smaller reporting company	☐
Emerging growth company	☒☐

		~~Page~~
~~Condensed Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017~~		2
~~Condensed Statement of Operations for the three months ended March 31, 2018 (unaudited)~~		3
~~Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2018 (unaudited)~~		4
~~Condensed Statement of Cash Flows for the three months ended March 31, 2018 (unaudited)~~		5
~~Notes to Condensed Financial Statements (unaudited)~~		6~~-15~~

	March 31, 2018		December 31, 2017
	(unaudited)
ASSETS:
Current assets:
Cash	$	898,930	$	1,896
Prepaid expenses		184,468		-
Total current assets		1,083,398		1,896

Deferred offering costs		-		868,919
Cash and marketable securities held in Trust Account		300,735,373		-
Total Assets	$	301,818,771	$	870,815

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	103,318	$	723,986
Note payable - sponsor		-		92,844
Total current liabilities		103,318		816,830

Deferred legal fees payable		800,000		-
Deferred underwriting compensation		10,500,000		-

Total liabilities		11,403,318		816,830

Commitments and contingencies

Class A ordinary shares subject to possible redemption; 28,541,545 shares (at approximately $10.00 per share)		285,415,450		-

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-		-
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,458,455 shares issued and outstanding (excluding 28,541,545 shares subject to possible redemption)		146		-
Class B ordinary shares, $0.0001 par value, 25,000,000 shares authorized, 11,250,000 shares issued and outstanding (1)		1,125		1,125
Class C ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding		-		-
Additional paid-in capital		4,418,630		61,375
Retained earnings (accumulated deficit)		580,102		(8,515	)
Total Shareholders' Equity		5,000,003		53,985
Total Liabilities and Shareholders' Equity	$	301,818,771	$	870,815


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~Page~~
~~PART I. FINANCIAL INFORMATION~~	1	Page
Part I – Financial Information		1
Item 1. Condensed Consolidated Financial Statements (Unaudited)	~~1-15~~	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19	39
Item 4. Controls and Procedures	19	39
~~PART~~ Part II – ~~OTHER INFORMATION~~Other Information	21	40
Item 1. Legal Proceedings	21	40
Item 1A. Risk Factors	21	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21	40
Item 3. Defaults Upon Senior Securities	22	40
Item 4. Mine Safety Disclosures	22	40
Item 5. Other Information	22	40
Item 6. Exhibits	22	41
~~SIGNATURES~~ Signatures	24	42

REVENUE	$	-

EXPENSES
Administration fee - related party		20,000
General and administrative expenses		126,756

TOTAL EXPENSES		146,756

OTHER INCOME
Interest income		735,373

TOTAL OTHER INCOME		735,373

Net income	$	588,617

Two Class Method:

Weighted average number of Class A ordinary shares outstanding, basic and diluted		30,000,000

Net income per ordinary share, Class A – basic and diluted	$	0.02

Weighted average number of Class B ordinary shares outstanding, basic and diluted (1)		9,000,000

Net loss per ordinary share, Class B – basic and diluted	$	(0.02	)


	June 30, 2023			December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	53.9		$	62.8
Accounts receivable, net		34.8			33.0
Inventories, net		22.4			25.0
Income tax receivable		4.6			2.1
Prepaid expenses and other current assets		23.3			16.7
Total current assets		139.0			139.6

Property, plant and equipment, net		127.8			124.0
Operating lease right-of-use assets, net		21.2			6.0
Goodwill		448.4			446.7
Intangible assets, net		358.9			372.1
Deferred tax assets		0.6			0.6
Other assets		42.7			44.5
Total assets	$	1,138.6		$	1,133.5

Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	24.6		$	24.3
Accrued liabilities and other		16.6			10.6
Current portion of long-term debt		2.4			1.3
Operating lease liabilities, current		2.7			2.0
Deferred revenue		2.7			0.9
Total current liabilities		49.0			39.1

Long-term debt		394.3			391.7
Deferred tax liabilities		79.5			80.8
Derivative instruments		5.4			3.7
Operating lease liabilities, non-current		18.6			4.0
Other liabilities		1.6			1.4
Total liabilities		548.4			520.7

Commitments and contingencies – Note 13
Shareholders' equity
Class A common stock, $0.0001 par, 200,000,000 shares authorized at June 30, 2023 and December 31, 2022
Shares issued and outstanding: 79,547,780 and 79,086,372 at June 30, 2023 and December 31, 2022, respectively		-			-
Convertible Class C common stock, $0.0001 par, 200,000,000 shares authorized at June 30, 2023 and December 31, 2022
Shares issued and outstanding: 2,921,099 at June 30, 2023 and December 31, 2022		-			-
Additional paid-in capital		697.2			704.3
Accumulated deficit		(111.2	)		(96.7	)
Accumulated other comprehensive income		4.2			5.2
Total shareholders' equity		590.2			612.8
Total liabilities and shareholders' equity	$	1,138.6		$	1,133.5


	Common Stock
	Class A				Class C
	Shares		Amount		Shares		Amount		Additional Paid-In Capital			Accumulated Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2021		78,482,024	$	-		2,921,099	$	-	$	688.9		$	(55.3	)	$	2.6		$	636.2
Stock-based awards vested and distributed		521,719		-		-		-		(2.9	)		-			-			(2.9	)
Issue Director shares		2,495		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		8.8			-			-			8.8
Net loss		-		-		-		-		-			(14.1	)		-			(14.1	)
Other comprehensive income		-		-		-		-		-			-			3.4			3.4
Balance at March 31, 2022		79,006,238	$	-		2,921,099	$	-	$	694.8		$	(69.4	)	$	6.0		$	631.4
Stock-based awards vested and distributed		-		-		-		-		-			-			-			-
Issue Director shares		32,954		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		5.3			-			-			5.3
Net loss		-		-		-		-		-			(11.3	)		-			(11.3	)
Other comprehensive loss		-		-		-		-		-			-			(6.5	)		(6.5	)
Balance at June 30, 2022		79,039,192	$	-		2,921,099	$	-	$	700.1		$	(80.7	)	$	(0.5	)	$	618.9

Balance at December 31, 2022		79,086,372	$	-		2,921,099	$	-	$	704.3		$	(96.7	)	$	5.2		$	612.8
Stock-based awards vested and distributed		368,153		-		-		-		(0.4	)		-			-			(0.4	)
Issue Director shares		14,084		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		2.8			-			-			2.8
Net loss		-		-		-		-		-			(12.4	)		-			(12.4	)
Other comprehensive income		-		-		-		-		-			-			0.8			0.8
Balance at March 31, 2023		79,468,609	$	-		2,921,099	$	-	$	706.7		$	(109.1	)	$	6.0		$	603.6
Stock-based awards vested and distributed		27,931		-		-		-		-			-			-			-
Issue Director shares		51,240		-		-		-		-			-			-			-
Amortization of restricted stock units		-		-		-		-		(9.5	)		-			-			(9.5	)
Net loss		-		-		-		-		-			(2.1	)		-			(2.1	)
Other comprehensive loss		-		-		-		-		-			-			(1.8	)		(1.8	)
Balance at June 30, 2023		79,547,780	$	-		2,921,099	$	-	$	697.2		$	(111.2	)	$	4.2		$	590.2

	Class A Ordinary Shares						Class B Ordinary Shares (1)				Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders'
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balances – January 1, 2018		-		$	-			11,250,000	$	1,125	$	61,375		$	(8,515	)	$	53,985

Sale of Class A Ordinary Shares		30,000,000			3,000			-		-		299,997,000			-			300,000,000

Underwriters’ discount and offering expenses		-			-			-		-		(18,227,149	)		-			(18,227,149	)

Sale of private placement warrants		-			-			-		-		8,000,000			-			8,000,000

Ordinary shares subject to redemption		(28,541,545	)		(2,854	)		-		-		(285,412,596	)		-			(285,415,450	)

Net income		-			-			-		-		-			588,617			588,617

Balances – March 31, 2018		1,458,455		$	146			11,250,000	$	1,125	$	4,418,630		$	580,102		$	5,000,003

Cash Flows From Operating Activities:
Net income	$	588,617
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on marketable securities held in Trust Account		(735,373	)
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaid expenses		(184,468	)
Increase (decrease) in:
Accounts payable and accrued expenses		248,251
Net Cash Used in Operating Activities		(82,973	)

Cash Flows From Investing Activities:
Cash deposited into Trust Account		(300,000,000	)
Net Cash Used In Investing Activities		(300,000,000	)

Cash Flows From Financing Activities:
Proceeds from issuance of Class A ordinary shares		300,000,000
Proceeds from sale of Private Placement Warrants		8,000,000
Payment of underwriter discounts and commissions		(6,000,000	)
Payment of offering costs		(927,149	)
Proceeds from Sponsor note		56,000
Payment of Sponsor note		(148,844	)
Net Cash Provided By Financing Activities		300,980,007

Net change in cash		897,034

Cash - Beginning of period		1,896

Cash - Ending of period	$	898,930

Supplemental Schedule of Non-Cash Financing Activities:

Deferred legal fees	$	800,000
Deferred underwriters' discounts and compensation	$	10,500,000
Class A ordinary shares subject to possible redemption	$	285,415,450


	June 30, 2023			December 31, 2022
Accounts receivable	$	35.4		$	33.7
Allowance for doubtful accounts		(0.6	)		(0.7	)
Accounts receivable, net	$	34.8		$	33.0


	June 30, 2023			December 31, 2022
Raw materials	$	9.2		$	12.4
Work-in-process		6.7			5.7
Finished goods		6.7			7.2
Total inventories		22.6			25.3
Reserve for obsolescence		(0.2	)		(0.3	)
Inventories, net	$	22.4		$	25.0

~~Commission file number: 001-38348~~


	June 30, 2023			December 31, 2022
Land	$	2.4		$	4.0
Buildings and improvements		21.3			13.3
Machinery and equipment		37.2			34.0
Computer and office equipment		12.3			11.5
Converting machines		192.2			182.8
Total property, plant, and equipment		265.4			245.6
Accumulated depreciation		(137.6	)		(121.6	)
Property, plant, and equipment, net	$	127.8		$	124.0


	Three Months Ended June 30,				Six Months Ended June 30,
Depreciation expense included in	2023		2022		2023		2022
Cost of goods sold	$	8.6	$	9.8	$	16.9	$	20.4
Depreciation and amortization expense		0.8		0.8		1.6		1.7
Total depreciation expense	$	9.4	$	10.6	$	18.5	$	22.1


	June 30, 2023		December 31, 2022
Employee compensation	$	2.7	$	2.1
Taxes		2.7		3.4
Professional fees		3.8		0.8
Bonus		2.7		0.7
Interest		2.3		1.9
Interest rate swap liability, current portion		0.4		-
Warranty reserve		0.7		0.7
Other		1.3		1.0
Accrued liabilities and other	$	16.6	$	10.6


	North America		Europe		Total
Balance at December 31, 2022	$	338.8	$	107.9	$	446.7
Currency translation		-		1.7		1.7
Balance at June 30, 2023	$	338.8	$	109.6	$	448.4


	June 30, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Customer/distributor relationships	$	197.1	$	(53.4	)	$	143.7	$	195.5	$	(46.5	)	$	149.0
Patented/unpatented technology		171.7		(63.0	)		108.7		171.6		(55.0	)		116.6
Intellectual property		0.5		(0.2	)		0.3		0.5		(0.2	)		0.3
Total definite-lived intangible assets		369.3		(116.6	)		252.7		367.6		(101.7	)		265.9
Trademarks/tradenames with indefinite lives		106.2		-			106.2		106.2		-			106.2
Identifiable intangible assets, net	$	475.5	$	(116.6	)	$	358.9	$	473.8	$	(101.7	)	$	372.1


Year	Amount
2023	$	14.5
2024		29.1
2025		28.6
2026		28.2
2027		28.1
Thereafter		124.2
	$	252.7


	Remaining Weighted-Average Useful Life
	June 30, 2023	December 31, 2022
Customer/distributor relationships	11 years	11 years
Patented/unpatented technology	7 years	8 years
Intellectual property	7 years	7 years
Total identifiable assets, net with definite lives	10 years	10 years


	June 30, 2023			December 31, 2022
First Lien Dollar Term Facility	$	253.1		$	250.0
First Lien Euro Term Facility		148.2			145.4
Finance lease liabilities		1.6			1.5
Equipment financing		1.9			-
Deferred financing costs, net		(8.1	)		(3.9	)
Total debt		396.7			393.0
Less: current portion of long-term debt		(1.6	)		(0.6	)
Less: current portion of finance lease liabilities		(0.8	)		(0.7	)
Long-term debt	$	394.3		$	391.7


Interest Rate Swap Agreements	Designation	Maturity Date	Rate	Notional Value		Debt Instrument Hedged	Percentage of Debt Instrument Outstanding
June 30, 2023
Second Amended January 2019 Swap	Cash flow hedge	June 1, 2024	2.09%		200.0	First Lien Dollar Term Facility	79%
				$	200.0		79%
December 31, 2022
September 2019 Swap	Cash flow hedge	June 1, 2023	1.50%	$	50.0	First Lien Dollar Term Facility	20%
Second Amended January 2019 Swap	Cash flow hedge	June 1, 2024	2.09%		200.0	First Lien Dollar Term Facility	80%
				$	250.0		100%


		Assets (Liabilities)
	Balance Sheet Classification	June 30, 2023			December 31, 2022
Interest Rate Swap Agreements
Designated as cash flow hedges	Prepaid expenses and other current assets	$	6.3		$	6.3
Designated as cash flow hedges	Other assets		-			1.8
		$	6.3		$	8.1
Designated as cash flow hedges	Accrued liabilities and other current liabilities	$	(0.4	)	$	-
Cross-Currency Swap Agreement
Designated as net investment hedge	Derivative instruments	$	(5.4	)	$	(3.7	)
		$	(5.4	)	$	(3.7	)


	June 30, 2023
	Gross Balance			Tax Effect			Net Balance
Foreign currency translation	$	(5.5	)	$	-		$	(5.5	)
Unrealized gain (loss) on interest rate swaps		7.9			(1.7	)		6.2
Unrealized gain (loss) on cross-currency swap		(5.5	)		1.4			(4.1	)
Realized gain (loss) on cross-currency swap		10.0			(2.4	)		7.6
Total	$	6.9		$	(2.7	)	$	4.2


	Six Months Ended June 30, 2023
	Foreign currency translation			Unrealized gain (loss) on interest rate swaps			Unrealized gain (loss) on cross-currency swap			Realized gain (loss) on cross-currency swap		Total
Beginning balance	$	(8.0	)	$	8.6		$	(3.0	)	$	7.6	$	5.2
Other comprehensive income (loss) before reclassifications		2.5			(7.0	)		(2.2	)		-		(6.7	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			4.6			1.1			-		5.7
Ending balance	$	(5.5	)	$	6.2		$	(4.1	)	$	7.6	$	4.2


			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3
June 30, 2023
Money market fund	$	19.1	$	19.1	$	-	$	-
Current and long-term debt		404.8		-		390.1		-
Interest rate swap agreements		5.9		-		5.9		-
Cross-currency swap agreement		5.4		-		5.4		-

December 31, 2022
Money market fund	$	30.5	$	30.5	$	-	$	-
Current and long-term debt		396.9		-		388.7		-
Interest rate swap agreements		8.1		-		8.1		-
Cross-currency swap agreement	$	3.7	$	-	$	3.7	$	-


	Classification	June 30, 2023		December 31, 2022
Lease assets
Operating lease right-of-use assets, net	Assets	$	21.2	$	6.0
Finance lease right of use assets, net	Property, plant, and equipment, net		1.5		1.4
Total lease assets		$	22.7	$	7.4
Lease liabilities
Operating lease liabilities, current	Current liabilities	$	2.7	$	2.0
Operating lease liabilities, non-current	Non-current liabilities		18.6		4.0
Finance lease liabilities, current	Current portion of long-term debt		0.8		0.7
Finance lease liabilities, non-current	Long-term debt		0.8		0.8
Total lease liabilities		$	22.9	$	7.5


	Operating			Finance			Total
2023	$	2.3		$	0.5		$	2.8
2024		4.2			0.7			4.9
2025		4.1			0.4			4.5
2026		2.7			0.1			2.8
2027		2.1			-			2.1
2028 and Thereafter		19.6			-			19.6
Total lease payments		35.0			1.7			36.7
Less lease interest		(13.7	)		(0.1	)		(13.8	)
Total lease liabilities	$	21.3		$	1.6		$	22.9


	June 30, 2023	December 31, 2022
Operating leases
Weighted average remaining lease term	11.3 years	3.3 years
Weighted average discount rate	9.5%	5.4%
Finance leases
Weighted average remaining lease term	2.4 years	2.5 years
Weighted average discount rate	5.5%	3.4%


2019 Plan	Quantity
Maximum allowed for issuance		13,118,055
Awards granted		(7,998,871	)
Awards forfeited		1,588,504
Available for future awards		6,707,688

Awards vested		2,690,199


	RSUs					PRSUs
	Quantity			Weighted Average Grant Date Fair Value		Quantity			Weighted Average Grant Date Fair Value
Restricted at December 31, 2022		351,945		$	15.78		2,560,551		$	23.52
Granted		30,329			5.85		1,363,732			6.11
Vested		(113,536	)		26.10		(435,219	)		18.38
Forfeited		(10,751	)		27.66		(243,603	)		20.53
Outstanding at June 30, 2023		257,987		$	9.58		3,245,461		$	17.12


Director Stock Units	Quantity			Weighted Average Grant Date Fair Value
Balance at December 31, 2022		51,240		$	11.72
Granted		248,764			3.52
Vested		(83,284	)		9.31
Balance at June 30, 2023		216,720		$	3.23

Description		March 31, 2018				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Cash and Investments held in Trust Account		$	300,735,373			$	300,735,373			$	—			$	—