UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September~~November 2813, 2023

Blue Apron Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-38134

81-4777373

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

28 Liberty Street New York, New York		10005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (347) 719-4312

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, $0.0001 par value per share		APRN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

~~Item~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

As previously disclosed on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023, Blue Apron Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 28, 2023, with Wonder Group, Inc., a Delaware corporation (“Parent”), and Basil Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”).

OnPursuant ~~September~~to ~~28, 2023, Blue Apron Holdings, Inc., a Delaware corporation (~~the ~~“Company”), entered into an Agreement and Plan of~~ Merger ~~(the “Merger~~ Agreement~~”) with Wonder Group~~, ~~Inc., a~~on ~~Delaware~~October ~~corporation (“Parent”)~~13, ~~and Basil Merger Corporation~~2023, ~~a Delaware corporation and a wholly owned subsidiary of Parent (“~~Purchaser~~”).~~ ~~The Merger Agreement provides for the acquisition of the Company by Parent through~~ commenced a ~~cash~~ tender offer (the “Offer”) ~~by Purchaser~~ for all of the Company’s issued and outstanding shares of ~~the~~ Class A common stock, par value $0.0001 per share (the “Common Stock”), which constituted all of the issued and outstanding shares of capital stock of the Company, at a price of $13.00 per share of Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “Offer Price”).

The ~~board~~Offer, ofand ~~directors~~related ofwithdrawal ~~the~~rights, expired ~~Company~~as scheduled at one minute after 11:59 p.m., Eastern time, on November 9, 2023 (the “~~Company Board~~Expiration Time”). ~~unanimously~~Computershare Trust ~~has~~Company, ~~(i)~~N.A., ~~determined~~in ~~and~~its ~~declared~~capacity ~~that~~as itdepositary isand inpaying ~~the~~agent ~~best~~for ~~interests~~the ofOffer (the ~~Company~~“Depositary and ~~its~~Paying ~~stockholders that~~Agent”), advised the Company ~~enter~~and ~~into~~Purchaser ~~the~~that, ~~Merger~~as ~~Agreement~~of ~~and~~the ~~consummate~~Expiration ~~the~~Time, ~~Merger~~5,136,073 ~~(as~~shares ~~defined~~of inCommon ~~the~~Stock ~~Merger~~were ~~Agreement)~~validly tendered and ~~that~~not ~~the~~validly ~~Company’s~~withdrawn ~~stockholders~~pursuant ~~accept~~to the Offer, ~~and~~together ~~tender~~with ~~their~~all other shares of Common Stock ~~pursuant~~beneficially toowned ~~the~~by ~~Offer,~~Purchaser inand ~~each~~its ~~case~~affiliates, onrepresenting approximately 66.73% of the ~~terms~~ issued and ~~subject~~outstanding toshares of Common Stock as of the ~~conditions~~Expiration ~~set~~Time. ~~forth~~Accordingly, the Minimum Condition (as defined in the Merger Agreement~~; (ii~~) ~~approved~~had ~~and~~been ~~declared~~satisfied. As a result of the ~~advisability~~satisfaction of the ~~Merger~~Minimum Condition and each of the other ~~Agreement,~~conditions to the Offer, ~~the~~on ~~Merger~~November ~~and~~10, ~~the~~2023, ~~other~~Purchaser ~~transactions~~irrevocably ~~contemplated~~accepted byfor ~~the~~payment ~~Merger~~all ~~Agreement;~~shares ~~(iii)~~of ~~declared~~Common Stock that ~~the~~were ~~terms of~~validly ~~the~~tendered, ~~Offer~~ and ~~the~~not ~~Merger~~validly ~~are~~withdrawn, ~~fair~~pursuant to the ~~Company~~Offer. ~~and~~Payment ~~its~~for ~~stockholders;~~the ~~and~~shares ~~(iv)~~of ~~resolved~~Common toStock ~~recommend~~accepted ~~that~~for ~~the~~payment ~~Company’s~~pursuant to the ~~stockholders~~Offer ~~accept~~will be made today to the ~~Offer~~Depositary and ~~tender~~Paying ~~their~~Agent, which will transmit such payments to tendering Company stockholders whose shares of Common Stock ~~pursuant~~have tobeen accepted for payment in accordance with the terms of the Offer.

~~Under~~As ~~the Merger Agreement, Purchaser is required, as~~ soon as practicable~~, and~~ infollowing ~~any~~the ~~event~~consummation ~~within~~of ~~ten~~the ~~(10)~~Offer, ~~business~~pursuant to ~~days after~~ the ~~date~~terms of the Merger Agreement, toin ~~commence~~accordance ~~(within~~with ~~the~~Section ~~meaning~~251(h) of ~~Rule 14d-2 under~~ the ~~Exchange~~Delaware ~~Act~~General ofCorporation ~~1934,~~Law ~~as amended~~ (the “~~Exchange Act~~DGCL”)~~) the Offer to purchase any~~ and ~~all~~without ~~outstanding~~a ~~shares~~meeting ofor ~~Common Stock for~~ a ~~price~~vote ~~per share~~ of ~~Common~~the ~~Stock~~Company’s ~~equal~~stockholders, toon ~~the~~November ~~Offer~~13, ~~Price.~~2023, ~~The~~Purchaser ~~Offer~~was ~~shall~~merged ~~initially~~with ~~remain~~and ~~open~~into ~~for~~the ~~twenty~~ Company (~~20)~~the ~~business days~~“Merger”), ~~subject~~ towith ~~possible extension on~~ the ~~terms~~Company ~~set~~continuing ~~forth~~as in the ~~Merger~~surviving ~~Agreement.~~corporation ~~The parties currently expect~~ (the ~~Offer~~“Surviving ~~and~~Corporation”) in the Merger ~~to be~~as ~~completed~~a inwholly-owned ~~the~~subsidiary ~~fourth quarter~~ of ~~2023~~Parent.

~~Pursuant~~At to the ~~terms of the Merger Agreement, at the~~ effective time of the Merger (the “Effective Time”), and as a result thereof, each outstanding share of Common Stock, other than (ia) shares of Common Stock that were (i) held byin the ~~Company,~~treasury ~~Parent, Purchaser, or any wholly-owned subsidiary~~ of ~~Parent~~the ~~(other~~Company ~~than Purchaser)~~ or by any wholly-owned subsidiary of the Company, (ii) irrevocably accepted for purchase in the Offer by ~~the~~ Purchaser or (iii) ~~shares~~ ~~of Common Stock that are~~ held by ~~stockholders~~Parent, ~~who~~Purchaser ~~are~~or ~~entitled~~any toother ~~and~~wholly-owned ~~properly~~subsidiary ~~demand appraisal for such shares~~ of ~~Common~~Parent ~~Stock~~and in(b) ~~accordance~~Dissenting ~~with~~Shares ~~Section 262~~(as ofdefined in the ~~Delaware~~Merger ~~General Corporation Law (the “DGCL”~~Agreement), ~~will~~were ~~be automatically~~ converted into the right to receive the Offer Price from Purchaser (the “Merger Consideration”) in cash.

Pursuant to the Merger Agreement:, ~~(a)~~ effective as of immediately prior to the Effective Time, each then-outstanding and unexercised ~~option~~Company toStock ~~purchase~~Option ~~shares~~(as ofdefined ~~Common~~in ~~Stock~~the ~~(each,~~Merger ~~a “Company Stock Option”~~Agreement) vested ~~shall vest~~ (to the extent unvested) in full and ~~automatically~~was becanceled ~~cancelled~~ and converted into the right to receive from the ~~Company~~Surviving ~~following~~Corporation (as defined in the Merger Agreement) an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon. In the event that the exercise price of any such Company Stock Option iswas equal to or greater than the Merger Consideration, such Company Stock Option ~~shall~~was ~~be cancelled~~canceled, without any consideration ~~being~~ payable in respect thereof, and have no further force or effect; (b) as of immediately prior to the Effective Time, (i) each restricted stock unit with respect to shares of Common Stock which vests solely on the continued performance of services (each, a “Company RSU”) that is then outstanding shall vest in full (to the extent unvested), and (ii) (A) each such vested Company RSU and (B) each restricted stock unit with respect to any shares of Common Stock which vests based on the achievement of one or more performance metrics and the continued performance of service (each, a “Company PSU”) that is then outstanding and vested (including any such Company PSU that becomes vested as a result of any applicable performance-vesting condition becoming satisfied in connection with the Merger) shall, in each case, automatically be cancelled and converted into the right to receive from the Company following the Merger an amount of cash equal to the product of (1) the total number of shares of Common Stock then underlying such vested Company RSU or vested Company PSU, as applicable, multiplied by (2) the Merger Consideration. Any Company PSU that is not vested (and does not become vested in connection with the Merger) as of immediately prior to the Effective Time shall be cancelled, without any consideration being payable in respect thereof, and ~~have no further force or~~ ~~effect;~~has and (c) as of immediately prior to the Acceptance Time, each warrant to purchase shares of Common Stock issued by the Company (each, a “Company Warrant”) listed on Schedule 2.8(g) of the Company’s disclosure schedule to the Merger Agreement that is then-outstanding (other than that certain Class A Common Stock Purchase Warrant issued by the Company to FreshRealm, Inc. (“FreshRealm” and, such warrant, the “Supplier Warrant”), which shall be exercised for shares of Class A Common Stock prior to the commencement of the tender offer pursuant to the Tender and Support Agreement described below) and unexercised shall automatically, in accordance with such specified Company Warrant’s terms and with no further ~~action~~ ~~by the Company or the holder thereof, automatically terminate and be cancelled and of no further~~ force or effect ~~and for no consideration~~.

~~Purchaser’s~~Also ~~obligation~~pursuant to ~~accept~~the ~~shares~~Merger Agreement, effective as of ~~Common~~immediately ~~Stock~~prior ~~tendered in~~to the ~~Offer~~Effective isTime, ~~subject~~(i) toeach ~~customary~~Company ~~closing~~RSU ~~conditions,~~(as ~~including~~defined (iin the Merger Agreement) that, ~~immediately~~was ~~prior~~then tooutstanding ~~the~~vested in ~~expiration~~full of(to the ~~Offer~~extent unvested), ~~the~~and ~~number of~~(ii) ~~shares~~(A) ofeach ~~Common~~such ~~Stock~~vested ~~validly~~Company ~~tendered~~RSU and ~~not~~(B) ~~validly~~each ~~withdrawn~~Company PSU (~~excluding~~as ~~shares~~defined ~~tendered~~in ~~pursuant~~the toMerger ~~guaranteed delivery procedures~~Agreement) that ~~have~~was ~~not~~then ~~yet~~outstanding ~~been~~and ~~“received,”~~vested as(including any such ~~term~~Company isPSU ~~defined~~that byvested ~~Section~~as ~~251(h)(6)(f)~~a result of ~~the~~any ~~DGCL),~~applicable ~~together~~performance-vesting ~~with any shares~~condition ofbecoming ~~Common~~satisfied ~~Stock~~in ~~owned~~connection bywith ~~Purchaser,~~the ~~Parent~~Merger) orwas ~~any~~automatically ~~wholly-owned~~canceled ~~subsidiary~~and ofconverted ~~Parent,~~into ~~does~~the ~~not~~right ~~equal~~to atreceive ~~least~~from ~~one~~the ~~share~~Surviving Corporation ~~more~~an ~~than~~amount ~~one-half~~ of ~~all~~cash ~~shares~~from ofthe ~~Common~~Surviving ~~Stock~~Corporation ~~then~~equal ~~outstanding;~~to the product of (ii1) the ~~accuracy~~total number of ~~the~~shares ~~representations~~of ~~and~~Common ~~warranties~~Stock ofthen underlying ~~the~~such vested Company ~~contained~~RSU inor ~~the Merger~~vested ~~Agreement~~Company PSU, ~~subject~~as toapplicable, ~~customary~~multiplied ~~thresholds~~by ~~and exceptions;~~ (~~iii~~2) the ~~Company’s~~Merger ~~compliance~~Consideration. ~~with,~~Any ~~and~~Company ~~performance~~PSU ~~of, in all~~that ~~material~~was ~~respects~~not ~~its~~vested ~~covenants~~ (and ~~agreements~~did ~~contained~~not vest in ~~the~~connection ~~Merger~~with ~~Agreement;~~the ~~(iv~~Merger) ~~since~~as ~~the date~~ of ~~the~~immediately ~~Merger~~prior ~~Agreement,~~to the ~~absence of~~Effective aTime ~~Company~~was ~~Material~~canceled, ~~Adverse~~without ~~Effect~~any consideration ~~(as~~being ~~defined~~payable in ~~the~~respect ~~Merger~~thereof, ~~Agreement);~~ and ~~(v)~~has ~~the~~no ~~other~~further ~~customary~~force ~~conditions~~or ~~set forth in Annex I to the Merger Agreement~~effect.

~~Following~~The ~~the~~foregoing ~~completion~~description of the Offer, ~~and subject to~~ the ~~terms~~Merger and ~~conditions~~ of the Merger Agreement, ~~Purchaser~~is ~~will~~subject ~~merge~~to, ~~with~~ and ~~into~~qualified ~~the~~in ~~Company~~its ~~(the~~entirety ~~“Merger”)~~by, ~~with~~ the ~~Company~~full ~~surviving as~~text ~~a wholly-owned subsidiary~~ of ~~Parent, pursuant to~~ the ~~procedure~~Merger ~~provided~~Agreement, ~~for~~a ~~under~~copy ~~Section 251(h)~~ of ~~the~~which ~~DGCL,~~was ~~without~~filed ~~any~~as ~~stockholder~~Exhibit ~~approvals~~2.1 ~~The~~to ~~Merger~~the ~~will~~Current beReport ~~effected~~on asForm ~~soon~~8-K asfiled ~~practicable~~by ~~following~~ the ~~time~~Company ofwith ~~acceptance~~the ~~for~~SEC ~~purchase~~on bySeptember ~~Purchaser~~29, of2023 ~~shares of Common Stock validly tendered (~~and ~~not~~is ~~validly~~incorporated ~~withdrawn)~~herein ~~pursuant~~by ~~to the Offer (the “Acceptance Time”)~~reference.

~~The~~Item ~~Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and Purchaser, on the other hand~~1.02 ~~The~~Termination ~~Company has agreed, among other things, to use commercially reasonable efforts to operate its business in the ordinary course until the Acceptance Time and to not engage in specific types~~ of ~~transactions~~a ~~during~~Material ~~such~~Definitive period. The Company has also agreed to customary non-solicitation restrictions, including not to solicit or initiate alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals, or change the recommendation of the Company Board to the Company’s stockholders regarding the Offer, in each case except in certain circumstances as permitted by the Merger Agreement.

~~The~~As ~~Merger~~previously ~~Agreement contains customary termination rights for both Parent and Purchaser~~disclosed, on ~~the~~February ~~one~~10, ~~hand~~2023, ~~and~~ the Company, ~~on the other hand, including, among others, for failure to consummate the Offer~~entered oninto oran ~~before~~Equity ~~February~~Distribution ~~28,~~Agreement ~~2024. If~~ (the ~~Merger~~“Sales Agreement”) iswith ~~terminated~~Canaccord ~~under~~Genuity ~~certain~~LLC ~~circumstances specified in~~ (the ~~Merger~~“Sales ~~Agreement (including~~Agent”) ~~under specified circumstances in connection~~ with ~~the Company’s entry into an agreement with~~ respect to aan ~~Superior Proposal or~~ “at-the ~~Company~~-market” ~~Board’s~~offering ~~change~~program ofunder ~~recommendation~~which ~~in favor of~~ the ~~Offer), the~~ Company ~~will~~could beoffer ~~required~~and tosell, ~~pay~~from ~~Parent~~time ato ~~termination~~time, ~~fee of~~shares ~~$3,100,000.~~of ~~The~~Common ~~parties~~Stock tothrough the ~~Merger~~Sales ~~Agreement~~Agent. ~~are~~Effective ~~also~~as ~~entitled~~of toNovember ~~specifically~~13, ~~enforce~~2023, the ~~terms~~Company ~~and~~terminated ~~provisions of~~ the ~~Merger~~Sales Agreement.

~~The~~Item ~~foregoing~~2.01 ~~description~~Completion of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition ~~does not purport to be complete and is qualified in its entirety by reference to the full text~~ of ~~the Merger Agreement, which is filed as Exhibit 2~~Assets.~~1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

The ~~Merger Agreement has been included to provide investors and security holders with~~ information ~~regarding~~contained its terms. It is not intended to provide any other factual information about the Company, Parent, Purchaser or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Parent and Purchaser, on the other hand, made solely for the benefit of the other. The assertions embodied in ~~those representations and warranties are subject to qualifications and limitations agreed to by~~ the ~~respective~~Introductory ~~parties~~Note ~~in negotiating the terms~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the Company, on ~~the~~Form ~~one~~8-K ~~hand,~~is ~~and~~incorporated ~~Parent~~herein ~~and Purchaser, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on~~ by ~~any persons as characterizations of the actual state of facts about the Company, Parent, Purchaser or their respective subsidiaries or affiliates at the time they were made or otherwise~~reference. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Tender~~Item ~~and~~3.01 ~~Support~~Notice ~~Agreement~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing .

On ~~September~~November 2813, 2023, ~~and~~the inCompany ~~connection~~(a) ~~with~~notified ~~execution~~the ofNasdaq ~~the~~Stock ~~Merger~~Market ~~Agreement,~~LLC ~~Parent~~(“Nasdaq”) ~~and~~of ~~Purchaser~~the ~~entered~~consummation ~~into~~of athe ~~Tender~~Merger and ~~Support Agreement~~ (~~the “Support Agreement”~~b) ~~with~~requested ~~FreshRealm,~~that ~~who beneficially~~Nasdaq ~~owns~~(i) ~~approximately~~suspend ~~16.5%~~trading of the ~~outstanding shares of~~ Common Stock effective as of ~~September~~the 27close of business on November 13, 2023., ~~Pursuant~~and to(ii) file with the ~~Support~~SEC ~~Agreement, FreshRealm~~a ~~has~~Form ~~agreed~~25, ~~among~~Notification ~~other~~of ~~things,~~Removal ~~(i)~~from Listing and/or Registration, to ~~tender~~delist all of the ~~shares of~~ Common Stock ~~held~~from byNasdaq ~~FreshRealm~~and (deregister the ~~“Subject~~Common ~~Shares”) in~~Stock ~~the~~under ~~Offer~~Section ~~following~~12(b) ~~exercise~~ of the ~~Supplier~~Securities Exchange ~~Warrant~~Act inof ~~accordance~~1934, ~~with~~as amended (the ~~terms~~“Exchange ofAct”). ~~the~~The ~~Support~~Company ~~Agreement,~~also ~~subject~~intends to ~~certain~~file ~~exemptions (including~~a ~~the~~Certification ~~termination~~and Notice of ~~the~~Termination ~~Merger~~of ~~Agreement),~~Registration ~~(ii)~~on toForm ~~vote~~15 ~~against,~~with ~~among~~the ~~other~~SEC ~~things,~~requesting ~~other~~the ~~proposals~~deregistration toof ~~acquire~~ the ~~Company, and~~Common Stock under Section 12(~~iii~~g) toof ~~certain~~the ~~other~~Exchange Act ~~restrictions~~and onthe ~~its~~suspension ~~ability~~of tothe ~~take~~Company’s ~~actions~~reporting ~~with~~obligations ~~respect~~under toSections ~~the~~13 ~~Company~~ and ~~its~~15(d) ~~shares~~ of ~~Common~~the ~~Stock~~Exchange Act.

~~The~~Item ~~Support Agreement has been included to provide information regarding its terms~~3.03 ItMaterial isModification ~~not intended~~ to ~~modify~~Rights orof ~~supplement~~Security ~~any factual disclosures about FreshRealm or the Company, Parent or Purchaser in any public reports filed with the U~~Holders.~~S. Securities and Exchange Commission (the “SEC”) by the Company, Parent or Purchaser.~~

The ~~foregoing~~information ~~description~~set offorth ~~the Support Agreement does not purport to be complete and is qualified~~ in ~~its entirety by reference to~~ the ~~full~~Introductory ~~text~~Note, ofItem ~~the of the Support Agreement~~1.02, ~~which~~Item 3.01 isand ~~filed~~Item ~~as Exhibit 2~~5.203 toof this Current Report on Form 8-K ~~and~~ is incorporated herein by reference.

Item 85.01 ~~Other~~Change ~~Events~~in Control of Registrant.

OnThe ~~September~~information ~~29,~~contained ~~2023,~~in the ~~Company~~Introductory Note and ~~Parent~~Item ~~issued~~3.01, ~~a joint press~~Item ~~release~~3.03, ~~announcing~~Item ~~the~~5.02 ~~execution~~and ofItem ~~the Merger Agreement~~5.03 ~~A copy~~ of ~~the~~this ~~joint~~Current ~~press~~Report ~~release~~on isForm ~~attached~~8-K ~~as Exhibit 99.1 hereto and~~ is incorporated herein by reference.

~~*****~~As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on November 13, 2023, a change in control of the Company occurred. At the Effective Time, the Company became a wholly-owned subsidiary of Parent.

~~Additional~~Item ~~Information~~5.02 ~~and~~Departure ~~Where~~of toDirectors ~~Find~~or ItCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The ~~tender~~information ~~offer~~set ~~referenced~~forth in this Current Report on Form 8-K has not yet commenced. This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the ~~tender~~Introductory ~~offer~~Note ~~materials that Parent and Purchaser will file with the SEC upon commencement~~ of ~~the~~this ~~tender offer. The solicitation and offer to buy outstanding shares of Common Stock will only be made pursuant to the tender offer~~Current ~~materials~~Report ~~that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent will file a tender offer statement~~ on ~~Schedule~~Form ~~TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D~~8-9K with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS, INCLUDING THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. The tender offer materials (including the offer to purchase and related letter of transmittal), as well as the solicitation/recommendation statement will be mailed to the Company’s stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting the Company’s Investor Relations either by telephone at (347) 719-4312 or e-mail at investor.relations@blueapron.com or on the Company’s website at www.investors.blueapron.com. The information contained in, or that can be accessed through, the Company’s website is ~~not a part of, or~~ incorporated ~~by reference~~ herein. In addition to an offer to purchase, a related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by ~~the Company with the SEC for free on the SEC’s website at www~~reference.~~sec.gov.~~

~~Forward~~In accordance with the terms of the Merger Agreement, (i) each of Jennifer Carr-~~Looking~~Smith, ~~Statements~~Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time. Biographical and other information with respect to Mr. Lore is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC by Parent and Purchaser on October 13, 2023 and is incorporated herein by reference.

This Current Report on Form 8-K includes statements concerning the Company and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In ~~some~~accordance ~~cases,~~with you can identify forward-looking statements by terms such as "may," “will,” "should," “would,” "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the ~~negative of these~~ terms or other similar expressions. The forward-looking statements in this Current Report on Form 8-K are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of ~~operations. These forward-looking statements speak only as of~~ the ~~date~~Merger ~~of this Current Report on Form 8-K and are subject to a number of risks~~Agreement, ~~uncertainties and assumptions including, without limitation, uncertainties as to~~ the ~~timing of the tender~~officers ~~offer and the completion~~ of the ~~proposed acquisition of the~~ Company; ~~the~~immediately ~~risk~~prior ~~that~~to the ~~proposed~~Effective ~~acquisition~~Time ~~may~~became ~~not be completed in a timely manner or at all;~~ the ~~possibility~~officers ~~that competing offers or acquisition proposals for the Company will be made; uncertainty regarding how many~~ of the ~~Company’s~~Surviving ~~stockholders~~Corporation ~~will~~immediately ~~tender~~following ~~their shares in~~ the ~~tender offer; the possibility that any or all of the various~~Effective ~~conditions~~Time. toThe ~~the~~officers ~~consummation~~ of the ~~tender~~Company ~~offer,~~immediately orprior ~~the various closing conditions~~ to the ~~proposed~~Effective ~~acquisition~~Time ~~may~~were ~~not~~Linda ~~be satisfied or waived~~Findley, ~~including~~President the failure to receive any required regulatory approvals from any applicable governmental entities; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the proposed acquisition (or the announcement thereof) on the trading price of the Company’s common stock; relationships with associates, customers, other business partners and ~~key~~Chief ~~third~~Executive ~~parties~~Officer, or ~~governmental~~Mitchell entities; transaction costs; risks that the proposed acquisition disrupts current plans and operations of the Company or adversely affects employee retention; the risk that stockholder litigation in connection with the proposed acquisition may result in significant costs of defenseCohen, ~~indemnification~~Interim ~~and~~Chief ~~liability,~~Financial or present risks to the timing or certainty of the closing of the transaction; the risk that the proposed acquisition of the Company will divert management’s attention from ongoing business operations; changes in the Company’s businesses during the period between announcement and closing of the proposed acquisition; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-QOfficer, ~~each~~Meredith ~~of which is filed with the SEC and available at www~~L.~~sec.gov,~~ ~~and other filings that the Company may make with the SEC in the future~~Deutsch, ~~including~~General ~~the~~Counsel ~~Schedule TO~~ and ~~related~~Corporate ~~tender offer documents to be filed by Parent and the Schedule 14D-9 to be filed by the Company. If one or more of these risks or uncertainties materialize~~Secretary, orTheresa ~~if any of the Company’s assumptions prove incorrect~~Leitgeb, ~~actual results may vary in material respects from those projected or anticipated in these forward-looking statements.~~Chief ~~Investors~~People are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by the Company in this Current Report on Form 8-speaks only as of the date hereof. Factors or events that could cause actual results to differ may emerge from time to timeOfficer, and itAmber ~~is not possible for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement~~Minson, ~~whether~~Chief asRevenue ~~a result of new information, future developments or otherwise, except as may be required by any applicable securities laws~~Officer.

Item 95.~~01.~~03 ~~Financial~~Amendment ~~Statements~~to ~~and~~Articles ~~Exhibits~~of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time. Copies of the Company’s fourth amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of September 28, 2023, by and among Blue Apron Holdings, Inc., Wonder Group, Inc. and Basil Merger Corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 29, 2023)
2.2		Tender and Support Agreement, dated as of September 28, 2023, by and among Blue Apron Holdings, Inc., Wonder Group, Inc., Basil Merger Corporation and FreshRealm, Inc.
3.1**		Fourth Amended and Restated Certificate of Incorporation of Blue Apron Holdings, Inc.
99.1		Form of Joint Press Release, dated September 29, 2023, issued by Blue Apron Holdings, Inc. and Wonder Group, Inc.
3.2**		Amended and Restated Bylaws of Blue Apron Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104**		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to Exhibit 2.1.

**	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 hereunto duly authorized.

	BLUE APRON HOLDINGS, INC.
Date: September 29, 2023	By:	/s/ Linda Findley
Date: November 13, 2023	By:	/s/ Linda Findley
		Name: Linda Findley
		Title: President and Chief Executive Officer

Filing Compare · Blue Apron Holdings, Inc.