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Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 . OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 28 Liberty Street , New York , New York ( Address of Principal Executive Offices ) Commission file number 001-38134 Blue Apron Holdings , Inc. ( Exact name of registrant as specified in its charter ) Title of Each Class Class A Common Stock , $ 0.0001 par value per share Registrant's telephone number , including area code ( 347 ) 719-4312 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol APRN Securities registered pursuant to Section 12 ( g ) of the Act : None . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No 风 ( I.R.S. Employer Identification No. ) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No | Accelerated filer > 81-4777373 Name of Exchange on Which Registered New York Stock Exchange LLC Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes Smaller reporting company 10005 ( Zip Code ) No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Indicate by check mark whether the registrant is a shell company ( as defined by Rule 12b - 2 of the Exchange Act ) . Yes No 区 Emerging growth company Non - accelerated filer 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Based on the closing price of the Registrant's Class A Common Stock on the last business day of the Registrant's most recently completed second fiscal quarter , which was June 30 , 2020 , the aggregate market value of its Class A Common Stock and Class B Common Stock ( based on a closing price of $ 11.09 per share on June 30 , 2020 as reported on the New York Stock Exchange ) held by non - affiliates was approximately $ 113.3 million . As of January 31 , 2021 there were 14,375,373 shares of Class A Common Stock , 3,493,791 shares of Class B Common Stock and 0 shares of Class C Capital Stock outstanding . Documents Incorporated by Reference : Portions of the proxy statement to be filed pursuant to Regulation 14A of the Exchange Act no later than 120 days after the end of this fiscal year covered by this Annual Report on Form 10 - K are incorporated by reference into Part III of this Form 10 - K .