Smurfit WestRock Ltd

On April 26, 2024, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form S-4 (file number 333-278185), as amended (the “Registration Statement”), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc (the “Company” or “Smurfit WestRock”), to register ordinary shares of $0.001 each in the capital of Smurfit WestRock (the “Smurfit WestRock Shares”) to be issued to the holders of shares of common stock of WestRock Company (“WestRock”), pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit WestRock, Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock and Sun Merger Sub, LLC (“Merger Sub”) pursuant to which (i) Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) and (ii) Merger Sub will merge with and into WestRock, (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”). A detailed description of the Smurfit WestRock Shares and the Combination is included in the Registration Statement.

Smurfit WestRock was incorporated and registered in Ireland on July 6, 2017 under the Irish Companies Act as a private company limited by shares. On December 11, 2023, Smurfit WestRock changed its name to “Smurfit WestRock Limited.” It is anticipated that, prior to the completion of the Combination, Smurfit WestRock will re-register as an Irish public limited company pursuant to Part 20 of the Irish Companies Act and be renamed “Smurfit WestRock plc.” Upon the completion of the Combination, Smurfit Kappa and WestRock will each become wholly owned subsidiaries of Smurfit WestRock. Smurfit WestRock has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the Combination.

In this Quarterly Report on Form 10-Q, the Company is reporting its financial statements, including the notes thereto, for the quarter ended March 31, 2024.