| Delaware | ||||
(State or Incorporation or | | | 81-4777373 (I.R.S. Employer Identification Number) | |
| David A. Westenberg, Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 | | | Meredith L. Deutsch, Esq. General Counsel and Corporate Secretary Blue Apron Holdings, Inc. 28 Liberty Street New York, New York 10005 Telephone: (347) 765-1896 | |
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
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Title of Each Class of Securities to be Registered | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | ||||||
Non-transferable subscription rights to purchase Units | | | | | | N/A | | | | | | $ | 0(2) | | |
Units, each consisting of (i) an applicable fraction of one share of Class A common stock, (ii) one warrant to purchase an applicable fraction of 0.8 of one share of Class A common stock at an exercise price of $15.00 per share, (iii) one warrant to purchase an applicable fraction of 0.4 of one share of Class A common stock at an exercise price of $18.00 per share, and (iv) one warrant to purchase an applicable fraction of 0.2 of one share of Class A common stock at an exercise price of $20.00 per share, upon exercise of the subscription rights | | | | | $ | 45,000,000(3) | | | | | | $ | 4,909.50 | | |
Class A common stock, par value $0.0001 per share, issuable as a component of the Units | | | | | | N/A | | | | | | $ | 0(4) | | |
Warrants to purchase shares of Class A common stock, par value $0.0001 per share, issuable as a component of the Units | | | | | | N/A | | | | | | $ | 0(4) | | |
Class A common stock, par value $0.0001 per share, issuable upon exercise of the warrants | | | | | $ | 104,400,000(5) | | | | | | $ | 11,390.04(5) | | |
Total | | | | | $ | 149,400,000 | | | | | | $ | 16,299.54 | | |
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Title of each class of securities to be registered | | | | Amount to be Registered(1) | | | | Proposed Maximum Offering Price Per Unit(2) | | | | Proposed Maximum Aggregate Offering Price(2) | | | | Amount of Registration Fee | | | | | | ||||||||
Class A Common Stock, par value $0.0001 per share | | | | 9,724,429(3) | | | | $10.95 | | | | $106,482,498 | | | | $9,870.93 | | | | | | ||||||||
Class A Common Stock, par value $0.0001 per share | | | | 5,252,354.58219726(4) | | | | $10.95 | | | | $57,513,283 | | | | $5,331.49 | | | | | | ||||||||
Class A Common Stock, par value $0.0001 per share | | | | 2,626,177.29109863(5) | | | | $10.95 | | | | $28,756,642 | | | | $2,665.75 | | | | | | ||||||||
Class A Common Stock, par value $0.0001 per share | | | | 1,313,088.64554932(6) | | | | $10.95 | | | | $14,378,321 | | | | $1,332.88 | | | | | |
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| | | Shares Beneficially Owned Prior to Offering(1) | | | Shares Being Offered | | | Shares to be Beneficially Owned After Offering(2) | | |||||||||||||||||||||
| | | Class A Common Stock | | | Class A Common Stock | | | Class A Common Stock | | |||||||||||||||||||||
Name of Selling Stockholder | | | Number | | | Percentage(3) | | | Number | | | Number | | | Percentage(3) | | |||||||||||||||
Matthew B. Salzberg | | | | | 3,571,713(4) | | | | | | 11.2% | | | | | | 3,567,353(5) | | | | | | 4,360 | | | | | | * | | |
RJB Partners LLC | | | | | 15,134,403.51884521(6) | | | | | | 37.5% | | | | | | 15,134,403.51884521(7) | | | | | | 0 | | | | | | — | | |
Joseph N. Sanberg | | | | | 15,349,946.51884521(8) | | | | | | 38.1% | | | | | | 15,348,696.51884521(9) | | | | | | 1,250 | | | | | | * | | |
| Effective purchase price for one share of Class A common stock and associated warrants | | | | | | | | | | $ | 10.00 | | |
| Net tangible book value per share prior to the Rights Offering | | | | $ | 2.39 | | | | | | | | |
| Increase in net tangible book value per share attributable to pro forma adjustments regarding the Salzberg Private Placement and the conversion of all outstanding shares of Class B common stock described above | | | | | 0.09 | | | | | | | | |
| Pro forma net tangible book value per share as of June 30, 2021 | | | | | 2.48 | | | | | | | | |
| Increase in pro forma net tangible book value per share attributable to the Rights Offering | | | | | 1.04 | | | | | | | | |
| Pro forma as adjusted net tangible book value per share after the Rights Offering | | | | | | | | | | | 3.52 | | |
| Dilution in net tangible book value per share to purchasers | | | | | | | | | | $ | 6.48 | | |
| | | Illustrative Example: Securities issuable upon holder’s exercise of a specified number of rights (using an illustrative September 15, 2021 record date) | | |||||||||||||||||||||
Rights exercised | | | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Aggregate cash payment ($) | | | | | 11.22 | | | | | | 18.70 | | | | | | 46.75 | | | | | | 93.50 | | |
Shares of Class A common stock | | | | | 1 | | | | | | 1 | | | | | | 4 | | | | | | 9 | | |
Rights Offering Warrants with $15.00 exercise price per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of warrants | | | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2) | | | | | 0.894 | | | | | | 1.491 | | | | | | 3.726 | | | | | | 7.453 | | |
Rights Offering Warrants with $18.00 exercise price per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of warrants | | | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2) | | | | | 0.447 | | | | | | 0.745 | | | | | | 1.863 | | | | | | 3.726 | | |
Rights Offering Warrants with $20.00 exercise price per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of warrants | | | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2) | | | | | 0.224 | | | | | | 0.373 | | | | | | 0.932 | | | | | | 1.863 | | |
| SEC registration fee | | | $ | 16,300 | | | SEC registration fee | | | $ | 19,202 | | | ||
| Printing expenses | | | | 80,000 | | | Legal fees and expenses | | | $ | 35,000 | | | ||
| Accounting fees and expenses | | | | 23,000 | | | Accounting fees and expenses | | | $ | 25,000 | | | ||
| Legal fees and expenses | | | | 475,000 | | | Miscellaneous | | | $ | 5,798 | | | ||
| Subscription agent and information agent fees and expenses | | | | 70,000 | | | Total | | | $ | 85,000 | | | ||
| Financial Advisory Fees | | | | 1,582,000 | | | |||||||||
| Miscellaneous | | | | 278,700 | | | |||||||||
| Total | | | $ | 2,525,000 | | |
BLUE APRON HOLDINGS, INC. By: /s/ Linda Findley Kozlowski Linda Findley Kozlowski President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Blue Apron Holdings, Inc., hereby severally constitute and appoint Linda Findley Kozlowski, Randy J. Greben and Meredith L. Deutsch, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Blue Apron Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof. |
| Signature | | | Title | | | Date | |
| /s/ Linda Linda | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | |
| /s/ Randy J. Greben Randy J. Greben | | | Chief Financial Officer and Treasurer | | | | |
| Jennifer Carr-Smith | | | Director | | | | |
| Peter Faricy | | | Director | | | | |
| Brenda Freeman | | | Director | | | | |
| Elizabeth J. Huebner | | | Director | | | |