--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-116812" form_type: "8-K" ticker: null cik: "0001701114" company_name: "Blue Apron Holdings, Inc." filed_at: "2023-11-13T23:59:59+00:00" generated_at: "2026-06-08T05:16:15.133932+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Blue Apron completed merger with Wonder Group at $13.00/share; shares to be delisted ## Summary - Merger closed Nov 13, 2023; Blue Apron became wholly-owned subsidiary of Wonder Group. - Tender offer accepted 5,136,073 shares (~66.73%) at $13.00 per share; short-form merger under DGCL 251(h) followed. - Remaining shares (except dissenting) converted into right to receive $13.00 cash per share. - Board resigned; Marc Lore became sole director; officers remained initially. - Blue Apron requested Nasdaq delisting; will file Form 15 to deregister securities. ## SEC filing metadata - accession: 0001104659-23-116812 - form_type: 8-K - cik: 0001701114 - company_name: Blue Apron Holdings, Inc. - filed_at: 2023-11-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/tm2330419d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-116812 - JSON: https://secwatch.observer/filing/0001104659-23-116812.json - Plain text: https://secwatch.observer/filing/0001104659-23-116812.txt ## Key facts - Executive change Elizabeth Huebner resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Amit Shah resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Jennifer Carr-Smith resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Linda Findley resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Brenda Freeman resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Marc Lore was appointed as Sole Director at Blue Apron Holdings, Inc.. - Action: appointed - Role: Sole Director source text: (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Executive change Beverly K. Carmichael resigned as Director at Blue Apron Holdings, Inc.. - Action: resigned - Role: Director source text: (i) each of Jennifer Carr-Smith, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Governance Changes Blue Apron Holdings, Inc.: Amended and restated bylaws effective as of immediately following the Effective Time. - Change: bylaw amendment source text: the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Governance Changes Blue Apron Holdings, Inc.: Amended and restated certificate of incorporation effective as of the Effective Time. - Change: charter amendment source text: the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - M&A Transactions Blue Apron Holdings, Inc. underwent a change of control involving Wonder Group, Inc. for $13.00 per share in cash without interest (closed 2023-11-13). - Action: change of control - Counterparty: Wonder Group, Inc. - Consideration: $13.00 per share in cash without interest - Closing: 2023-11-13 source text: Pursuant to the Merger Agreement, on October 13, 2023, Purchaser commenced a tender offer (the “ Offer ”) for all of the Company’s issued and outstanding shares of 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 Offer, and related withdrawal rights, expired as scheduled at one minute after 11:59 p.m., Eastern time, on November 9, 2023 (the “ Expiration Time ”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “ Depositary and Paying Agent ”), advised the Company and Purchaser that, as of the Expiration Time, 5,136,073 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, together with all other shares of Common Stock b evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm - Material Agreements Blue Apron Holdings, Inc. terminated Sales Agreement with Canaccord Genuity LLC (effective 2023-11-13). - Action: termination - Agreement: atm program - Counterparty: Canaccord Genuity LLC - Effective: 2023-11-13 source text: nto an Equity Distribution Agreement (the “ Sales Agreement ”) with Canaccord Genuity LLC (the “ Sales Agent ”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923116812/0001104659-23-116812-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.