Form S-3 Blue Apron Holdings,
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER THE SECURITIES ACT OF 1933
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Delaware
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81-4777373
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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New York, New York 10005
(347) 765-1896
President and Chief Executive Officer
Blue Apron Holdings, Inc.
28 Liberty Street
New York, New York 10005
Telephone: (347) 765-1896
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David A. Westenberg, Esq.
Christopher D. Barnstable-Brown, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000 |
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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 Telecopy: (646) 627-8815 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering Price(1) |
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Amount of
Registration Fee |
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Non-transferable subscription rights to purchase Units
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| | | | | 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
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| | | | | 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
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| | | | | N/A | | | | | | $ | 0(4) | | |
Class A common stock, par value $0.0001 per share, issuable upon exercise of the warrants
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| | | | $ | 104,400,000(5) | | | | | | $ | 11,390.04(5) | | |
Total
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| | | | $ | 149,400,000 | | | | | | $ | 16,299.54 | | |
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| DILUTION | | | | | 21 | | |
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If delivering by registered first class mail:
Computershare Voluntary Corporate Actions/Blue Apron P.O. Box 43011 Providence, RI 02940-3011 |
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If delivering by express mail, courier or other expedited service:
Computershare Voluntary Corporate Actions/Blue Apron 150 Royall Street, Suite V Canton, MA 02021 |
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Stockholders
Placement
Exercise
Warrants; Transferability of Rights Offering Warrants
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Effective purchase price for one share of Class A common stock and associated warrants
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| | | | | | | | | $ | 10.00 | | |
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Net tangible book value per share prior to the Rights Offering
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| | | $ | | | | | | | | | |
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Increase per share attributable to thie Rights Offering
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Pro forma net tangible book value per share after the Rights Offering
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Dilution in net tangible book value per share to purchasers
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Illustrative Example: Securities issuable upon holder’s exercise of a
specified number of rights (using an illustrative September 15, 2021 record date) |
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Rights exercised
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| | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Aggregate cash payment ($)
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| | | | 11.22 | | | | | | 18.70 | | | | | | 46.75 | | | | | | 93.50 | | |
Shares of Class A common stock
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| | | | 1 | | | | | | 1 | | | | | | 4 | | | | | | 9 | | |
Rights Offering Warrants with $15.00 exercise price
per share |
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Number of warrants
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| | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2)
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| | | | 0.894 | | | | | | 1.491 | | | | | | 3.726 | | | | | | 7.453 | | |
Rights Offering Warrants with $18.00 exercise price
per share |
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Number of warrants
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| | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2)
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| | | | 0.447 | | | | | | 0.745 | | | | | | 1.863 | | | | | | 3.726 | | |
Rights Offering Warrants with $20.00 exercise price
per share |
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Number of warrants
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| | | | 6 | | | | | | 10 | | | | | | 25 | | | | | | 50 | | |
Shares of Class A common stock underlying warrants(1)(2)
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| | | | 0.224 | | | | | | 0.373 | | | | | | 0.932 | | | | | | 1.863 | | |
| By First Class Mail: | | | By Overnight Courier: | |
| Computershare | | | Computershare | |
| c/o Voluntary Corporate Actions/Blue Apron | | | c/o Voluntary Corporate Actions/Blue Apron | |
| P.O. Box 43011 | | | 150 Royall Street, Suite V | |
| Providence, RI 02940-3011 | | | Canton, MA 02021 | |
New York, NY 10104
Shareholders, Banks and Brokers
Call Toll Free: 800-903-2897
Attn: General Counsel
28 Liberty Street
New York, New York 10005
Telephone: (347) 765-1896
Units, at a Subscription Price of $ per Unit,
Each Consisting of (i) of one Share of Class A Common Stock and
INFORMATION NOT REQUIRED IN PROSPECTUS
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SEC registration fee
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| | | $ | 16,300 | | |
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Printing expenses
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Accounting fees and expenses
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Legal fees and expenses
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Subscription agent and information agent fees and expenses
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Financial Advisory Fees
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Miscellaneous
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Total
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| | | $ | | | |
| | | | BLUE APRON HOLDINGS, INC. | |
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By:
/s/ Linda F. Kozlowski
Name: Linda F. Kozlowski
Title: President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ Linda F. Kozlowski
Linda F. Kozlowski
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| | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | September 20, 2021 | |
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/s/ Randy J. Greben
Randy J. Greben
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
| | September 20, 2021 | |
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/s/ Jennifer Carr-Smith
Jennifer Carr-Smith
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| | Director and Chairperson | | | September 20, 2021 | |
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/s/ Peter Faricy
Peter Faricy
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| | Director | | | September 20, 2021 | |
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/s/ Brenda Freeman
Brenda Freeman
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| | Director | | | September 20, 2021 | |
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/s/ Elizabeth J. Huebner
Elizabeth J. Huebner
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| | Director | | | September 20, 2021 | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Blue Apron Holdings, Inc. for the registration of Class A Common Stock and warrants and to the incorporation by reference therein of our report dated February 23, 2021, with respect to the consolidated financial statements of Blue Apron Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, NY
September 20, 2021
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