APRN Blue Apron Holdings Inc

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 21, 2022, Blue Apron Holdings, Inc. (the “Company”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period was less than $50.0 million and, at the same time, its last reported stockholders’ equity was less than $50.0 million. As set forth in the Notice, the Company also no longer satisfies the continued listing compliance standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period.

The Company plans to notify the NYSE by January 6, 2023 of its receipt of the Notice and that it intends to submit a plan (the “Plan”) to cure the global market capitalization deficiency and to return to compliance with Section 802.01B of the NYSE continued listing standards. Under Section 802.02 of the NYSE Listed Company Manual, the Company has 45 days from the receipt of the Notice to submit a plan advising the NYSE of definitive action the Company has taken, or is taking, which would bring the Company into compliance with the minimum global market capitalization listing standard within 18 months of receipt of the Notice (the “Market Capitalization Cure Period”). The Company intends to develop and submit the Plan to bring it into compliance with the global market capitalization continued listing standard within the required time frame by pursuing measures that are in the best interests of the Company and its stockholders. The NYSE will review the Plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards in the Market Capitalization Cure Period. If the Plan is not submitted on a timely basis, is not accepted by the NYSE or if the NYSE determines that the Company is not making sufficient progress on the Plan during the Market Capitalization Cure Period, the NYSE could initiate suspension and delisting proceedings prior to the end of the Market Capitalization Cure Period.

Under Section 802.01C of the NYSE Listed Company Manual, the Company has six months following receipt of the Notice to regain compliance with the minimum share price requirement, with the possibility of extension at the discretion of the NYSE (the “Share Price Cure Period”). In order to regain compliance with the minimum share price requirement, on the last trading day in any calendar month during the Share Price Cure Period, the Company’s Class A common stock must have: (i) a closing price of at least $1.00 per share; and (ii) an average closing price of at least $1.00 per share over the 30 trading-day period ending on the last trading day of such month.

The Notice has no immediate impact on the listing of the Company’s Class A common stock. If the NYSE accepts the Plan, the Company’s Class A common stock will continue to be listed and trade on the NYSE during the Share Price Cure Period. If the minimum share price deficiency is cured within such Share Price Cure Period, the Company’s Class A common stock will continue to be listed and trade on the NYSE during the Market Capitalization Cure Period, in each case, subject to the Company’s compliance with other NYSE continued listing standards and, in the case of the global market capitalization listing standard, continued periodic review by the NYSE of the Company’s progress with respect to the Plan. During the Share Price Cure Period and Market Capitalization Cure Period, the Company's Class A common stock will continue to trade under the ticker symbol “APRN” on the NYSE but will have an added designation of “.BC” to indicate the status of the Class A common stock as “below compliance” with the NYSE continued listing standards. The “.BC” indicator will be removed at such time as the Company regains compliance with all continued listing standards.

The Notice does not affect the Company’s business operations, its reporting requirements with the Securities and Exchange Commission, nor does it conflict with or cause an event of default under the Company’s material debt or other agreements.