Blue Apron (APRN) 10-Q 7 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-38134
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4777373
Entity Address, Address Line One	28 Liberty Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	347
Local Phone Number	719-4312
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	APRN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001701114
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,578,600
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 30,977	$ 82,160
Accounts receivable, net	19	234
Inventories, net	30,789	24,989
Prepaid expenses and other current assets	18,023	12,249
Total current assets	79,808	119,632
Property and equipment, net	97,346	108,355
Other noncurrent assets	6,984	3,719
TOTAL ASSETS	184,138	231,706
CURRENT LIABILITIES:
Accounts payable	29,002	27,962
Current portion of related party payables	3,000
Current portion of long-term debt		3,500
Accrued expenses and other current liabilities	28,955	31,951
Deferred revenue	20,866	7,958
Warrant obligation		8,001
Total current liabilities	81,823	79,372
Long-term debt	27,365	25,886
Facility financing obligation	35,799	35,886
Related party payables	2,500
Other noncurrent liabilities	8,359	10,509
TOTAL LIABILITIES	155,846	151,653
Commitments and contingencies (Note 10)
STOCKHOLDERS' EQUITY:
Additional paid-in capital	782,125	746,564
Accumulated deficit	(753,836)	(666,514)
TOTAL STOCKHOLDERS' EQUITY	28,292	80,053
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	184,138	231,706
Class A
STOCKHOLDERS' EQUITY:
Common Stock	$ 3	$ 3

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, issued (in shares)	34,955,828	31,694,400
Common stock, outstanding (in shares)	34,955,828	31,694,400
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	175,000,000	175,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0
Class C
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Consolidated Statements of Operations
Net revenue	$ 109,665	$ 109,654	$ 351,653	$ 363,370
Operating expenses:
Cost of goods sold, excluding depreciation and amortization	74,367	73,397	235,015	232,574
Marketing	17,291	14,852	66,981	51,108
Product, technology, general and administrative	36,980	35,237	118,747	108,590
Depreciation and amortization	5,350	5,507	16,218	16,739
Total operating expenses	133,988	128,993	436,961	409,011
Income (loss) from operations	(24,323)	(19,339)	(85,308)	(45,641)
Gain (loss) on extinguishment of debt			650	(4,089)
Interest income (expense), net	(1,416)	(1,864)	(4,621)	(6,303)
Other income (expense), net	0	(6,432)	2,033	(5,884)
Income (loss) before income taxes	(25,739)	(27,635)	(87,246)	(61,917)
Benefit (provision) for income taxes	(11)	(1)	(76)	(27)
Net income (loss)	$ (25,750)	$ (27,636)	$ (87,322)	$ (61,944)
Net income (loss) per share attributable to Class A and Class B common stockholders:
Basic (in dollars per share)	$ (0.74)	$ (1.17)	$ (2.59)	$ (3.07)
Diluted (in dollars per share)	$ (0.74)	$ (1.17)	$ (2.59)	$ (3.07)
Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders:
Basic (in shares)	34,853,137	23,709,639	33,747,813	20,196,442
Diluted (in shares)	34,853,137	23,709,639	33,747,813	20,196,442

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock Class A Private Placement	Common Stock Class A	Common Stock Class B	Additional Paid-In Capital Private Placement	Additional Paid-In Capital	Accumulated Deficit	Private Placement	Total
Beginning balance at Dec. 31, 2020		$ 1	$ 1		$ 642,106	$ (578,133)		$ 63,975
Beginning balance (in shares) at Dec. 31, 2020		14,365,664	3,493,791
Conversion from Class B to Class A common stock		$ 0	$ 0
Conversion from Class B to Class A common stock (in shares)		100,000	(100,000)
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0			0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		191,595
Share-based compensation					2,366			2,366
Net income (loss)						(15,721)		(15,721)
Ending balance at Mar. 31, 2021		$ 1	$ 1		644,472	(593,854)		50,620
Ending balance (in shares) at Mar. 31, 2021		14,657,259	3,393,791
Beginning balance at Dec. 31, 2020		$ 1	$ 1		642,106	(578,133)		63,975
Beginning balance (in shares) at Dec. 31, 2020		14,365,664	3,493,791
Net income (loss)								(61,944)
Ending balance at Sep. 30, 2021		$ 2			674,046	(640,077)		33,971
Ending balance (in shares) at Sep. 30, 2021		24,052,784
Beginning balance at Mar. 31, 2021		$ 1	$ 1		644,472	(593,854)		50,620
Beginning balance (in shares) at Mar. 31, 2021		14,657,259	3,393,791
Conversion from Class B to Class A common stock		$ 0	$ 0
Conversion from Class B to Class A common stock (in shares)		83	(83)
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0			0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		138,389
Share-based compensation					3,300			3,300
Net income (loss)						(18,587)		(18,587)
Value of common stock, gross		$ 1			21,143			21,144
Issuance of common stock, net of issuance costs (in shares)		5,411,900
Ending balance at Jun. 30, 2021		$ 2	$ 1		668,915	(612,441)		56,477
Ending balance (in shares) at Jun. 30, 2021		20,207,631	3,393,708
Conversion from Class B to Class A common stock		$ 0	$ (1)					(1)
Conversion from Class B to Class A common stock (in shares)		3,393,708	(3,393,708)
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		151,445
Issuance of common stock from the Private Placements, net of issuance costs	$ 0			$ 2,799			$ 2,799
Issuance of common stock from the Private Placements, net of issuance costs (in shares)	300,000
Share-based compensation					2,332			2,332
Net income (loss)						(27,636)		(27,636)
Ending balance at Sep. 30, 2021		$ 2			674,046	(640,077)		33,971
Ending balance (in shares) at Sep. 30, 2021		24,052,784
Beginning balance at Dec. 31, 2021		$ 3			746,564	(666,514)		80,053
Beginning balance (in shares) at Dec. 31, 2021		31,694,400
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0			0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		120,981
Issuance of common stock upon exercise of warrants		$ 0			4,096			4,096
Issuance of common stock upon exercise of warrants (in shares)		488,055
Issuance of common stock from the Private Placements, net of issuance costs		$ 0			4,809			4,809
Issuance of common stock from the Private Placements, net of issuance costs (in shares)		357,143
Share-based compensation					2,233			2,233
Net income (loss)						(38,449)		(38,449)
Ending balance at Mar. 31, 2022		$ 3			757,702	(704,963)		52,742
Ending balance (in shares) at Mar. 31, 2022		32,660,579
Beginning balance at Dec. 31, 2021		$ 3			746,564	(666,514)		80,053
Beginning balance (in shares) at Dec. 31, 2021		31,694,400
Net income (loss)								(87,322)
Ending balance at Sep. 30, 2022		$ 3			782,125	(753,836)		28,292
Ending balance (in shares) at Sep. 30, 2022		34,955,828
Beginning balance at Mar. 31, 2022		$ 3			757,702	(704,963)		52,742
Beginning balance (in shares) at Mar. 31, 2022		32,660,579
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0			0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		191,487
Issuance of common stock upon exercise of warrants		$ 0			953			953
Issuance of common stock upon exercise of warrants (in shares)		235,329
Issuance of common stock from the Private Placements, net of issuance costs		$ 0			20,027			20,027
Issuance of common stock from the Private Placements, net of issuance costs (in shares)		1,708,332
Share-based compensation					1,799			1,799
Net income (loss)						(23,123)		(23,123)
Ending balance at Jun. 30, 2022		$ 3			780,481	(728,086)		52,398
Ending balance (in shares) at Jun. 30, 2022		34,795,727
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings		$ 0			0
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares)		160,101
Share-based compensation					1,644			1,644
Net income (loss)						(25,750)		(25,750)
Ending balance at Sep. 30, 2022		$ 3			$ 782,125	$ (753,836)		$ 28,292
Ending balance (in shares) at Sep. 30, 2022		34,955,828

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (87,322)	$ (61,944)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization of property and equipment	16,218	16,739
Loss (gain) on disposal of property and equipment	135	(1,025)
Loss (gain) on extinguishment of debt	(650)	4,089
Loss (gain) upon derecognition of Blue Torch warrant obligation	(214)
Changes in fair value of warrant obligation	(1,819)	5,884
Changes in reserves and allowances	(183)	49
Share-based compensation	5,384	7,631
Non-cash interest expense	597	1,092
Changes in operating assets and liabilities:
Accounts receivable	210	(30)
Inventories	(5,623)	(5,356)
Prepaid expenses and other current assets	(6,188)	10,534
Accounts payable	1,028	13,001
Current portion of related party payables	3,000
Accrued expenses and other current liabilities	(4,296)	(16,460)
Deferred revenue	12,908	(924)
Related party payables	(3,828)
Other noncurrent assets and liabilities	2,500	(676)
Net cash from (used in) operating activities	(68,143)	(27,396)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(4,708)	(4,084)
Proceeds from sale of property and equipment	166	1,356
Net cash from (used in) investing activities	(4,542)	(2,728)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt issuances	28,200
Net proceeds from equity and warrant issuances	25,500	24,571
Repayments of debt	(30,625)	(2,625)
Payments of debt and equity issuance costs	(1,452)	(842)
Receipt of funds held in escrow		5,000
Release of funds held in escrow		(5,000)
Principal payments on capital lease obligations	(120)	(101)
Net cash from (used in) financing activities	21,503	21,003
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(51,182)	(9,121)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Beginning of period	83,597	45,842
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - End of period	32,415	36,721
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	65	61
Cash paid for interest	4,091	4,977
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Acquisition (disposal) of property and equipment financed under capital lease obligations	325
Non-cash additions to property and equipment	299	391
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities	$ 449	$ 392

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2022
Organization and Description of Business
Organization and Description of Business	1. Organization and Description of Business When used in these notes, Blue Apron Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company designs original recipes with fresh, seasonally-inspired produce and high-quality ingredients, which are sent directly to customers for them to prepare, cook, and enjoy. The Company creates meal experiences around original recipes every week based on what’s in-season with farming partners and other suppliers. Customers can choose which recipes they would like to receive in a given week, and the Company delivers those recipes to their doorsteps along with the pre-portioned ingredients required to cook those recipes. In addition to meals, the Company sells wine through Blue Apron Wine, a direct-to-consumer wine delivery service. The Company also sells a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions through Blue Apron Market, its e-commerce market.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022 and December 31, 2021, results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2022 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of Blue Apron Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”). Liquidity and Going Concern Evaluation Under Accounting Standards Codification (“ASC”) 205-40, Going Concern In this evaluation, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within twelve months of the issuance date of this Quarterly Report on Form 10-Q, and considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company’s conditional and unconditional obligations before such date. ​ Results and Liquidity The Company has a history of significant net losses, including $87.3 million and $61.9 million for the nine months ended September 30, 2022, and 2021, respectively, and operating cash flows of $(68.1) million and $(27.4) million for the nine months ended September 30, 2022, and 2021, respectively. The Company's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities. As of September 30, 2022, the Company had cash and cash equivalents of $31.0 million and total outstanding debt of $27.4 million, net of unamortized debt issuance costs, all of which was classified as long-term debt. On October 6, 2022, the Company completed an “at-the-market” equity offering, pursuant to its universal shelf registration statement filed with the SEC on April 29, 2020. As a result of the offering, the Company issued and sold 4,622,772 shares of its Class A common stock, resulting in approximately $14.1 million of proceeds, net of commissions and offering costs. Debt Covenants On May 5, 2022, the Company entered into a note purchase and guarantee agreement (the “note purchase agreement”), the proceeds of which were used, together with cash on hand, to repay in full and terminate its previous financing agreement. The note purchase agreement contains two financial maintenance covenants: (i) a minimum liquidity covenant that is set between $15.0 million and $25.0 million, depending on the results of the most recently performed Asset Valuation (as defined in the note purchase agreement), for any date subsequent to June 30, 2022, including within required cash flow forecasts provided to the noteholders, and (ii) a covenant requiring a minimum Asset Coverage Ratio (as defined in the note purchase agreement) of at least 1.25 to 1.00. As a result of the Company’s initial Asset Valuation completed on August 31, 2022, the minimum liquidity covenant is currently set at $25.0 million. The Company was in compliance with all of the covenants under the note purchase agreement as of September 30, 2022. RJB Private Placement On April 29, 2022, the Company entered into a purchase agreement with RJB Partners LLC (“RJB”)(the “RJB Purchase Agreement”), an affiliate of Joseph N. Sanberg, an existing stockholder of the Company. Under the agreement, the Company agreed to issue and sell 3,333,333 shares of Class A common stock for an aggregate purchase price of $40.0 million (or $12.00 per share), of which 1,666,666 shares of Class A common stock were issued and sold to an affiliate of Joseph N. Sanberg for an aggregate purchase price of $20.0 million concurrently with the execution of the agreement, and with the remainder to be issued and sold under a second closing, initially expected to close by May 30, 2022 or such other date as agreed to by the parties. On August 7, 2022, the Company amended the RJB Purchase Agreement, pursuant to which RJB agreed to purchase from the Company (i) the 1,666,667 shares of Class A common stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $5.00 price per share, instead of $12.00 per share, and (ii) an additional 8,333,333 shares of Class A common stock at a $5.00 price per share (the “RJB Second Closing”). Upon execution, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 10,000,000 shares of Class A common stock to be issued and sold, as well as agreeing to extend the date of the second closing to on or before August 31, 2022. In addition, pursuant to the amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price. On September 7, 2022, the Company further amended the RJB Purchase Agreement to extend the RJB Second closing date to September 30, 2022 or such earlier date as may be agreed to by the Company and RJB, and to change the price per share to $5.65 for the purchase of the 10,000,000 shares of Class A common stock remaining to be sold and issued, for an aggregate purchase price of $56.5 million (the “Outstanding Obligated Amount”). On November 6, 2022, the Company entered into an agreement (the “Pledge Agreement”) with an affiliate of Joseph N. Sanberg, pursuant to which the Sanberg affiliate (i) guaranteed the Outstanding Obligated Amount and (ii) granted the Company security interests in certain privately-held companies (the “Pledged Shares”) in order to secure its obligation to pay the Outstanding Obligated Amount. If the Outstanding Obligated Amount remains unpaid after November 30, 2022, or if the Sanberg affiliate breaches the Pledge Agreement prior to that date, the Company is permitted to exercise remedies in respect to the Pledged Shares. See Note 16 for further details regarding the Pledge Agreement. The RJB Second Closing has not closed as of the date of this Quarterly Report on Form 10-Q. Sponsorship Gift Cards On May 5, 2022, the Company entered into a gift card sponsorship agreement with an affiliate of Joseph N. Sanberg (the “Sponsorship Gift Cards Agreement”), pursuant to which such affiliate agreed to pay the Company a $20.0 million net sponsorship fee to support a marketing program through which the Company will distribute gift cards (the “May Sponsorship Gift Cards”), at the Company’s sole discretion, in order to support its growth strategy. On August 7, 2022, the Company amended the Sponsorship Gift Cards Agreement to extend the funding date to on or before August 31, 2022, and pursuant to which, Joseph N. Sanberg personally guaranteed his affiliate’s obligation. On September 7, 2022, the Sponsorship Gift Cards Agreement was further amended to reduce the net sponsorship fee to $18.5 million and extend its due date to September 19, 2022. As of the date of this Quarterly Report on Form 10-Q, the Sanberg affiliate has paid $5.6 million of its commitment under said agreement, with $12.9 million remaining to be paid. Management Evaluation Without the liquidity provided by the RJB Second Closing and the funding of the remainder of the Sponsorship Gift Cards Agreement (collectively, the “liquidity transactions”), the Company's forecast of future cash flows indicates that such cash flows would not be sufficient for the Company to maintain compliance under its minimum liquidity covenant throughout the second half of the fourth quarter of 2022, which would result in an event of default under the note purchase agreement. Upon such event of default, the noteholders could declare all outstanding principal and interest be due and payable immediately and foreclose against the assets securing the borrowings. If the Company would be unable to obtain a waiver or successfully renegotiate the terms of its note purchase agreement, and the noteholders enforced one or more of their rights upon default, the Company would be unable to meet its current obligations. While management was able to obtain personal guarantees from Joseph N. Sanberg relating to his affiliates’ obligations to fund the liquidity transactions via the executed amendments above, as well as the Pledged Shares from a Sanberg affiliate, there is no assurance that the liquidity transactions will be consummated in a timely manner, or that we will be able to sell the Pledged Shares in amounts that are sufficient to maintain the Company's compliance under its minimum liquidity covenant, or on terms acceptable to the Company, or at all. Although the Company has been reviewing a number of potential alternatives regarding maintaining compliance with its minimum liquidity covenant, including cost reduction initiatives, renegotiating the terms of its note purchase agreement, and/or alternative sources for additional financing, such alternatives may not be achievable on favorable conditions, or at all, and these conditions and events in the aggregate raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s Consolidated Financial Statements do not include any adjustments that may result from the outcome of this uncertainty and have been prepared assuming the Company will continue as a going concern. Use of Estimates In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation, recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act. This classification has allowed the Company to elect to take advantage of the extended transition period afforded for the implementation of new or revised accounting standards. The Company expects to lose its emerging growth company status on December 31, 2022, and as a result, will adopt all accounting pronouncements currently deferred under the emerging growth company election according to public company standards beginning with its Annual Report on Form 10-K for the year ending December 31, 2022, including interim period disclosures within that filing. The adoption dates for the new accounting pronouncements disclosed below have been presented accordingly. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and therefore qualifies for reduced disclosure requirements for smaller reporting companies. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued its standard on lease accounting, Accounting Standards Update No. 2016-02, Leases (Topic 842) Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12 ”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Inventories, Net

Inventories, Net	9 Months Ended
	Sep. 30, 2022
Inventories, Net
Inventories, Net	3. Inventories, Net Inventories, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Fulfillment $ 2,751 ​ $ 1,879 Product 28,038 ​ 23,110 Inventories, net $ 30,789 ​ $ 24,989 ​ Product inventory primarily consists of bulk and prepped food, containers, pre-made meals, products available for resale, and wine products. Fulfillment inventory consists of packaging used for shipping and handling. Product and fulfillment inventories are recognized as components of Cost of goods sold, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations when sold.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2022
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Prepaid insurance $ 6,805 ​ $ 6,929 Other current assets 11,218 ​ 5,320 Prepaid expenses and other current assets $ 18,023 ​ $ 12,249 ​

Restricted Cash

Restricted Cash	9 Months Ended
	Sep. 30, 2022
Restricted Cash
Restricted Cash	5. Restricted Cash Restricted cash reflects pledged cash deposited into savings accounts that is used as security primarily for fulfillment centers and office space leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts reported in the Consolidated Statements of Cash Flows: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (in thousands) Cash and cash equivalents $ 30,977 ​ $ 82,160 Restricted cash included in Prepaid expenses and other current assets ​ 369 ​ ​ 608 Restricted cash included in Other noncurrent assets ​ 1,069 ​ ​ 829 Total cash, cash equivalents, and restricted cash $ 32,415 ​ $ 83,597 ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2021 2020 ​ (in thousands) Cash and cash equivalents $ 35,282 ​ $ 44,122 Restricted cash included in Prepaid expenses and other current assets ​ 279 ​ ​ 610 Restricted cash included in Other noncurrent assets ​ 1,160 ​ ​ 1,110 Total cash, cash equivalents, and restricted cash $ 36,721 ​ $ 45,842 ​

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2022
Property and Equipment, Net
Property and Equipment, Net	6. Property and Equipment, Net Property and equipment, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Computer equipment $ 12,138 $ 11,556 Capitalized software ​ 27,288 ​ 24,163 Fulfillment equipment ​ 52,131 ​ 52,058 Furniture and fixtures ​ 2,757 ​ 2,730 Leasehold improvements ​ 32,869 ​ 32,507 Buildings (1) ​ 114,877 ​ ​ 114,877 Construction in process (2) ​ 2,467 ​ 1,746 Property and equipment, gross ​ 244,527 ​ 239,637 Less: accumulated depreciation and amortization ​ (147,181) ​ (131,282) Property and equipment, net $ 97,346 ​ $ 108,355 (1) Buildings includes a build-to-suit lease arrangement in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of September 30, 2022 and December 31, 2021, contained $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred directly by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects. The Company capitalized the cost of interest for the related construction projects based on the applicable capitalization rate for the project. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2022
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Accrued compensation $ 9,103 ​ $ 11,490 Accrued credits and refunds reserve 1,239 ​ 1,258 Accrued marketing expenses ​ 4,467 ​ ​ 7,095 Accrued shipping expenses 2,246 ​ 1,344 Accrued workers' compensation reserve ​ 4,290 ​ ​ 3,358 Other current liabilities 7,610 ​ 7,406 Accrued expenses and other current liabilities $ 28,955 ​ $ 31,951 ​

Deferred Revenue

Deferred Revenue	9 Months Ended
	Sep. 30, 2022
Deferred Revenue
Deferred Revenue	8. Deferred Revenue Deferred revenue consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 ​ 2021 ​ (In thousands) Cash received prior to fulfillment $ 6,501 ​ $ 4,861 March Sponsorship Gift Cards ​ 5,954 ​ ​ — May Sponsorship Gift Cards ​ 6,213 ​ ​ — Gift cards, prepaid orders, and other ​ 2,198 ​ ​ 3,097 Deferred revenue $ 20,866 ​ $ 7,958 ​ Under ASC 606, Revenue from Contracts with Customers, Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $20.9 million and $8.0 million as of September 30, 2022 and December 31, 2021, respectively. During the nine months ended September 30, 2022, the Company recognized $6.6 million to Net revenue from the Deferred revenue as of December 31, 2021. See Notes 2 and 13 for further information regarding the March Sponsorship Gift Cards and May Sponsorship Gift Cards.

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt
Debt	9. Debt 2020 and 2021 Term Loans On October 16, 2020, the Company entered into a financing agreement which provided for a senior secured term loan in the aggregate principal amount of $35.0 million (the “2020 Term Loan”). The 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum, with the principal amount repayable in equal quarterly installments of $875,000 through December 31, 2022, and the remaining unpaid principal amount of the 2020 Term Loan due on March 31, 2023. 2020 Term Loan Amendment and Debt Extinguishment On May 5, 2021 (the “closing date”), the Company amended the financing agreement (the “May 2021 Amendment”), which modified certain provisions of the financing agreement, such as increasing the interest rate margin on the 2020 Term Loan by 1.00% per annum, resulting in the 2020 Term Loan bearing interest, from and after the closing date, at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum. In addition, the amendment provided for a $5.0 million term loan (the “2021 Term Loan”) that was funded into an escrow account and subsequently released in full from the escrow account to the lenders upon the Company’s completion of an underwritten public offering in June 2021. The Company evaluated the May 2021 Amendment under ASC 470-50 regarding the modification of an existing debt instrument, which states that if the modification of the terms of an existing debt agreement is considered substantial, the transaction shall be accounted for as an extinguishment, with the amended debt instrument then initially recorded at fair value. The Company concluded that the modification was considered substantial, and qualified for extinguishment accounting under such guidance. Accordingly, the Company recorded a $4.1 million extinguishment loss in the Consolidated Statements of Operations, which consisted of (i) a $4.6 million loss related to the contemporaneous issuance of the Blue Torch warrant obligation, as discussed below, and (ii) a $0.1 million loss related to fees paid on behalf of the lender, which were partially offset by (iii) a $0.6 million gain related to the difference between the fair value of the modified debt instrument and the net carrying value of the debt immediately before extinguishment. The 2020 Term Loan was repaid in full on May 5, 2022 with the proceeds of the senior secured notes issued under the note purchase agreement described below. Blue Torch Warrant Obligation In connection with the May 2021 Amendment, the Company agreed to prospectively grant warrants (the “Blue Torch warrant obligation”) to the lenders. Under the terms of the Blue Torch warrant obligation, so long as the 2020 Term Loan remained outstanding, on the first day of each quarter beginning on July 1, 2021, the Company issued a warrant to the lenders to purchase at an exercise price of $0.01 per share such number of shares of Class A common stock of the Company as equaled 0.50% of the then outstanding shares of common stock of the Company, on a fully-diluted basis. The Blue Torch warrant obligation was accounted for in accordance with ASC 815-40 , Contracts in an Entity’s Own Equity Senior Secured Notes and Blue Torch Warrant Obligation Termination On May 5, 2022 (the “issue date”), the Company entered into a note purchase and guarantee agreement (the “note purchase agreement”), which provides for, among other things, the issuance of $30.0 million in aggregate principal amount of senior secured notes due May 5, 2027 (the “senior secured notes”) at a purchase price equal to 94.00% thereof. The proceeds of the senior secured notes were used, together with cash on hand, to repay in full the outstanding amount under the 2020 Term Loan and pay fees and expenses in connection with the transactions contemplated by the note purchase agreement. The Company subsequently terminated its financing agreement, effective as of the issue date, which also resulted in the termination of the Blue Torch warrant obligation. 2020 Term Loan Debt Extinguishment The Company evaluated the termination of the financing agreement under ASC 470-50 regarding the extinguishment of debt, which states that the difference between the reacquisition price and the net carrying amount of the extinguished debt shall be recognized in the current period as an extinguishment gain or loss. Accordingly, the Company recorded a $0.7 million extinguishment gain in the Consolidated Statements of Operations, which consisted of (i) a $2.6 million gain related to the allocation of the reacquisition price between the 2020 Term Loan and the Blue Torch warrant obligation, as discussed below, partially offset by (ii) a $0.9 million loss related to the 2020 Term Loan prepayment fee, (iii) a $0.9 million loss related to the derecognition of unamortized debt issuance costs, and (iv) a $0.1 million loss related to legal and consulting fees incurred. In addition, ASC 470-50 states that if upon extinguishment of debt the parties also exchange unstated (or stated) rights or privileges, the portion of the consideration exchanged allocable to such unstated (or stated) rights or privileges shall be given appropriate accounting recognition. As such, the Company allocated a portion of the reacquisition price to the exchange of the Blue Torch warrant obligation, which resulted in a $0.2 million gain recorded in Other income (expense), net in the Consolidated Statements of Operations upon its derecognition. August 2022 Note Purchase Agreement Amendment On August 30, 2022, the Company amended the note purchase agreement, which will be effective the first date that a minimum of $50.0 million of the equity proceeds are received under the RJB Second Closing, amongst other closing conditions. The amendment would, among other things: ● allow the Company to voluntarily prepay the senior secured notes within 18 months of the issue date, subject to an Applicable Premium (as defined within the amendment) penalty; ● allow for the Company to repurchase up to $25.0 million of its outstanding equity interests, subject to certain conditions; and ● add certain limitations to the definition of Cash Flow Forecast (as defined within the amendment). As of the date of this Quarterly Report on Form 10-Q, the closing conditions of the amendment have not been met, and as such, the amendment is not currently effective. Senior Secured Notes Terms and Covenants After receiving a minimum specified bond rating after the issue date, as specified within the terms of the note purchase agreement, the senior secured notes bear interest at a rate equal to 8.875% per annum, payable in arrears on June 30 and December 31 of each calendar year. The senior secured notes will amortize semi-annually in equal installments of $1.5 million beginning on December 31, 2025, with the remaining unpaid principal amount of the senior secured notes due on May 5, 2027. The note purchase agreement contains two financial maintenance covenants: • a minimum liquidity covenant of: i. for any date ending prior to or ending on June 30, 2022, including those within required cash flow forecasts provided to the noteholders, $15.0 million; ii. for any date thereafter, including those within required 13-week cash flow forecasts provided to the noteholders: • $15.0 million if the most recent Asset Valuation (as defined in the note purchase agreement) is greater than $25.0 million; • $20.0 million if the most recent Asset Valuation is greater than $20.0 million but less than $25.0 million; or • $25.0 million if the most recent Asset Valuation is less than or equal to $20.0 million, or is as of yet uncompleted; and • a covenant requiring a minimum Asset Coverage Ratio (as discussed below) of at least 1.25 to 1.00. As a result of the Company’s initial Asset Valuation completed on August 31, 2022, the minimum liquidity covenant is currently set at $25.0 million. Subsequent to the initial report, the Asset Valuation is required to be provided to the noteholders no later than 30 days after June 30 and December 31 of each fiscal year. The Asset Coverage Ratio is measured as of each quarter-end, The Company has also agreed to use commercially reasonable efforts to cause 90% of the packaging for its meal kit boxes to be recyclable, reusable, or compostable (the “ESG KPI Goal”). If the Company fails to achieve the ESG KPI Goal prior to the date on which the senior secured notes are due, the Company will be required to pay a fee equal to 1% of the principal amount of the senior secured notes. The borrower under the note purchase agreement is the Company’s wholly-owned subsidiary, Blue Apron, LLC. The obligations under the note purchase agreement are guaranteed by Blue Apron Holdings, Inc. and its subsidiaries other than the borrower, and secured by substantially all of the assets of the borrower and the guarantors. The note purchase agreement contains additional restrictive covenants and affirmative and financial reporting covenants restricting the Company and the Company’s subsidiaries’ activities. Restrictive covenants include limitations on the incurrence of indebtedness and liens, restrictions on affiliate transactions, restrictions on the sale or other disposition of collateral, and limitations on dividends and stock repurchases. As of September 30, 2022, the Company was in compliance with all of the covenants under the note purchase agreement. In connection with the note purchase agreement, the Company capitalized $2.9 million in deferred financing costs in Long-term debt, which are being amortized using the effective interest method over the life of the debt, in accordance with ASC 835-30, Imputation of Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior secured notes ​ 2020 Term Loan ​ Debt issuance costs, net ​ Net ​ (In thousands) September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt $ — ​ $ — ​ $ — ​ $ — Long-term debt ​ 30,000 ​ ​ — ​ ​ (2,635) ​ ​ 27,365 Total $ 30,000 ​ $ — ​ $ (2,635) ​ $ 27,365 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt $ — ​ $ 3,500 ​ $ — ​ $ 3,500 Long-term debt ​ — ​ ​ 27,125 ​ ​ (1,239) ​ ​ 25,886 Total $ — ​ $ 30,625 ​ $ (1,239) ​ $ 29,386 ​ Facility Financing Obligation As of September 30, 2022 and December 31, 2021, the Company had a facility financing obligation of $35.8 million and $35.9 million, respectively, related to the leased facility in Linden, New Jersey under the build-to-suit accounting guidance.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	10. Commitments and Contingencies The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the matter, and, if estimable, the amount or range of the possible loss in the notes to the Consolidated Financial Statements. In addition, from time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of such litigation and claims cannot be predicted with certainty, the Company currently believes that there are no ordinary course matters that will have a material adverse effect on its business, operating results, financial conditions, or cash flows.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	11. Stockholders’ Equity (Deficit) April 2022 Private Placements On April 29, 2022, the Company entered into the RJB Purchase Agreement, which provided for, among other things, 3,333,333 shares of Class A common stock for an aggregate purchase price of $40.0 million (or $12.00 per share). Long Live Bruce, LLC, an affiliate of Joseph N. Sanberg, was assigned RJB’s rights to 1,666,666 shares of Class A common stock for an aggregate purchase price of $20.0 million under the RJB Purchase Agreement, which was issued and sold concurrently with the execution of the purchase agreement (the “first closing”). The remainder of the Class A common shares under the RJB Purchase Agreement were to be issued and sold under the RJB Second Closing, initially expected to close by May 30, 2022 or such other date as agreed to by the parties. In addition, on April 29, 2022, the Company entered into a purchase agreement with Linda Findley, a director of the Company and its President and Chief Executive Officer, under which the Company agreed to issue and sell to Ms. Findley in a separate private placement, which closed concurrently with the execution of the first closing, 41,666 shares of Class A common stock for an aggregate purchase price of $0.5 million (or $12.00 per share) (the “Findley Private Placement”). The first closing of the RJB Purchase Agreement and the concurrent closing of the Findley Private Placement (collectively, the “April 2022 Private Placements”) resulted in $20.1 million of proceeds, net of issuance costs. On August 7, 2022, the Company amended the RJB Purchase Agreement, pursuant to which RJB agreed to purchase from the Company (i) the 1,666,667 shares of Class A common stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $5.00 price per share, instead of a $12.00 price per share, and (ii) an additional 8,333,333 shares of Class A common stock at a $5.00 price per share. Upon execution, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 10,000,000 shares of Class A common stock to be issued and sold, as well as agreeing to extend the date of the second closing to on or before August 31, 2022. In addition, pursuant to the amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price. On September 7, 2022, the Company further amended the RJB Purchase Agreement to extend the closing date to September 30, 2022 or such earlier date as may be agreed to by the Company and RJB, and to change the price per share to $5.65, instead of a $5.00 price per share, for the purchase of the 10,000,000 shares of Class A common stock remaining to be sold and issued, for an aggregate purchase price of $56.5 million pursuant to the August 2022 amendment to the RJB Purchase Agreement. On November 6, 2022, the Company entered into the Pledge Agreement with an affiliate of Joseph N. Sanberg regarding the Outstanding Obligated Amount. See Note 2 and Note 16 for further details. RJB has not funded and closed its $56.5 million equity commitment as of the date of this Quarterly Report on Form 10-Q. February 2022 Private Placement On February 14, 2022, the Company entered into a purchase agreement with RJB under which the Company agreed to issue and sell to RJB units consisting of Class A common stock and warrants to purchase shares of Class A common stock in a private placement (the “February 2022 Private Placement”) which closed concurrently with the execution of the purchase agreement for an aggregate purchase price of $5.0 million (or $14.00 per unit). In the aggregate, RJB received (i) 357,143 shares of Class A common stock, and (ii) warrants to purchase 500,000 shares of Class A common stock at exercise prices of $15.00 per share, $18.00 per share, and $20.00 per share, resulting in $4.8 million of proceeds, net of issuance costs. The shares of Class A common stock and warrants were issued separately and constitute separate securities. The Company conducted an assessment of the classification of the warrants issued in the February 2022 Private Placement and, based on their terms, concluded the warrants were equity-classified. Accordingly, the net proceeds were recorded within Additional paid-in capital. Warrant Terms Each equity-classified warrant issued by the Company has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants are non-transferable, except in limited circumstances, and have not been and will not be listed or otherwise trade on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices is subject to adjustment upon the occurrence of certain events. As of September 30, 2022, the equity-classified warrants issued by the Company were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ Issued ​ Exercised ​ Outstanding as of September 30, $ 15.00 ​ 6,525,714 ​ — ​ 6,525,714 $ 18.00 ​ 3,262,857 ​ — ​ 3,262,857 $ 20.00 ​ 1,631,429 ​ — ​ 1,631,429 ​

Share-based Compensation

Share-based Compensation	9 Months Ended
	Sep. 30, 2022
Share-based Compensation
Share-based Compensation	12. Share-based Compensation The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ September 30, ​ 2022 2021 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ - ​ $ 10 Product, technology, general and administrative ​ 1,507 ​ ​ 2,156 Total share-based compensation $ 1,507 ​ $ 2,166 ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ September 30, ​ 2022 2021 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ 2 ​ $ 40 Product, technology, general and administrative ​ 5,382 ​ ​ 7,591 Total share-based compensation $ 5,384 ​ $ 7,631 ​ In February 2022, the Company granted 247,161 shares of performance-based restricted stock units of its Class A common stock to certain employees, including the Company’s executive officers. Such units are subject to vesting conditions that are tied to the performance of the Company's stock price relative to the performance of a peer group of publicly traded companies’ stock price over a performance period beginning February 25, 2022 through February 25, 2025. The Company utilized the Monte Carlo simulation valuation model to value the grant as it was determined to include a market condition. The total grant date fair value was $1.3 million, and will be recognized on a straight-line basis over the performance period of three years.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	13. Related Party Transactions Due to their status as beneficial owners of more than 10 percent (10%) of the voting power of the outstanding capital stock of the Company, Joseph N. Sanberg and his affiliates meet the definition of “related parties” per ASC 850, Related Party Disclosures Feeding America Bulk Sale On June 23, 2022, the Company entered into a purchase agreement with Feeding America for a bulk purchase of meal kit boxes and other bulk product items (the “Feeding America bulk sale”) for an aggregate net purchase price of $10.0 million, funded by a donation from an affiliate of Joseph N. Sanberg. Gift Card Sponsorship Agreements March and May Sponsorship Gift Cards On March 11, 2022, the Company entered into a gift card sponsorship agreement with an affiliate of Joseph N. Sanberg, pursuant to which such affiliate agreed to pay the Company a $9.0 million net sponsorship fee to support a marketing program through which the Company would distribute gift cards (the “March Sponsorship Gift Cards”), at the Company’s sole discretion, in order to support its growth strategy. On May 5, 2022, the Company entered into the Sponsorship Gift Cards Agreement with an affiliate of Joseph N. Sanberg, pursuant to which such affiliate agreed to pay the Company a $20.0 million net sponsorship fee to support a marketing program through which the Company will distribute gift cards, at the Company’s sole discretion, in order to support its growth strategy. On August 7, 2022, the Company amended the Sponsorship Gift Cards Agreement to extend the funding date to on or before August 31, 2022, and pursuant to which, Joseph N. Sanberg personally guaranteed his affiliate’s obligation. On September 7, 2022, the Sponsorship Gift Cards Agreement was further amended to reduce the net sponsorship fee to $18.5 million and extend the due date to September 19, 2022. As of the date of this Quarterly Report on Form 10-Q, the Sanberg affiliate has paid $5.6 million of its commitment under said agreement, with $12.9 million remaining to be paid. Accounting Recognition As the Company concluded the remaining amount to be paid under the Sponsorship Gift Cards Agreement did not meet the collectability criterion under ASC 606, Revenue from Contracts with Customers ASC 105, Generally Accepted Accounting Principles While these agreements are not considered contracts with a customer based on the terms thereof, the Company evaluated the terms of the agreements and, as these services are the output of the Company’s ordinary activities, has analogized to ASC 606, Revenue from Contracts with Customers Sustainability and Carbon Credit Agreement On March 31, 2022, the Company entered into a Sustainability and Carbon Credit Agreement (the “Sustainability Agreement”) with an affiliate of Joseph N. Sanberg. Under the terms of the agreement, the Company purchased and subsequently retired $3.0 million of carbon offsets, which were recognized in Product, technology, general and administrative expenses during the three months ended March 31, 2022. Such affiliate also performed the assessment of the Company’s 2021 annual carbon footprint that provided it with the basis for determining the amount of carbon offsets the Company needed to purchase. The fee for these services was waived as a condition of entering into the Sustainability Agreement. On June 30, 2022, the Company entered into a statement of work under the Sustainability Agreement, through which the affiliate transferred to the Company a sufficient amount of carbon offsets for its estimated 2023 and 2024 emissions based upon its 2021 annual carbon footprint, for a purchase price of $6.0 million, which will be paid in twenty-four equal monthly installments beginning on July 31, 2022. 2022 Private Placements See Notes 2, 11, and 16 for further discussion of the RJB Private Placement and Findley Private Placement during the nine months ended September 30, 2022. The following table summarizes the composition and amounts of the transactions in the Company’s Consolidated Statements of Operations involving its related parties: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ September 30, ​ ​ September 30, ​ 2022 2021 ​ 2022 2021 ​ (In thousands) Net revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Feeding America bulk sale $ - ​ $ - ​ $ 10,000 ​ $ - March Sponsorship Gift Cards $ 2,563 ​ $ - ​ $ 3,046 ​ $ - Cost of goods sold, excluding depreciation and amortization $ 1,726 ​ $ - ​ $ 7,194 ​ $ - Product, technology, general and administrative $ - ​ $ - ​ $ 3,000 ​ $ - ​

Earnings per Share

Earnings per Share	9 Months Ended
	Sep. 30, 2022
Earnings per Share
Earnings per Share	14. Earnings per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options, restricted stock units, and warrants. For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ 2022 ​ 2021 ​ ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders ​ $ (25,750) ​ $ — ​ $ (24,368) ​ $ (3,268) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic ​ 34,853,137 ​ ​ — ​ 20,906,141 ​ ​ 2,803,498 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted ​ 34,853,137 ​ — ​ 20,906,141 ​ 2,803,498 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) ​ $ (0.74) ​ $ — ​ $ (1.17) ​ $ (1.17) Net income (loss) per share attributable to common stockholders—diluted (1) ​ $ (0.74) ​ $ — ​ $ (1.17) ​ $ (1.17) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders ​ $ (87,322) ​ $ — ​ $ (52,099) ​ $ (9,845) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic ​ 33,747,813 ​ — ​ 16,986,570 ​ 3,209,872 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted ​ 33,747,813 ​ — ​ 16,986,570 ​ 3,209,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) ​ $ (2.59) ​ $ — ​ $ (3.07) ​ $ (3.07) Net income (loss) per share attributable to common stockholders—diluted (1) ​ $ (2.59) ​ $ — ​ $ (3.07) ​ $ (3.07) (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding. The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Stock options ​ 30,210 ​ — ​ 44,764 ​ — Restricted stock units ​ 2,345,656 ​ — ​ 2,299,766 ​ — Warrants ​ 11,420,000 ​ — ​ 550,350 ​ — Total anti-dilutive securities ​ 13,795,866 ​ — ​ 2,894,880 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Stock options ​ 32,900 ​ — ​ 48,542 ​ — Restricted stock units ​ 2,378,797 ​ — ​ 2,262,173 ​ — Warrants ​ 11,408,117 ​ — ​ 550,350 ​ — Total anti-dilutive securities ​ 13,819,814 ​ — ​ 2,861,065 ​ — ​

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	15. Fair Value Measurements The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy consists of the following three levels: Level 1 — Quoted market prices in active markets for identical assets or liabilities Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets The Company uses observable market data when available, and minimizes the use of unobservable inputs when determining fair value. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Assets: ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ $ — ​ $ — ​ $ — ​ $ — Total assets measured at fair value ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant obligation ​ $ — ​ $ — ​ $ — ​ $ — Other noncurrent liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total liabilities measured at fair value ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Assets: ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 Total assets measured at fair value ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant obligation ​ $ — ​ $ — ​ $ 8,001 ​ $ 8,001 Other noncurrent liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ ​ — ​ ​ — ​ ​ 1,588 ​ ​ 1,588 Total liabilities measured at fair value ​ $ — ​ $ — ​ $ 9,589 ​ $ 9,589 ​ Money market accounts Money market accounts are classified within Level 1 of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company’s money market accounts approximates fair value due to their short-term maturities. The Company closed its money market accounts during the three months ended June 30, 2022. Warrant obligation The Blue Torch warrant obligation issued in conjunction with the Amendment, as discussed in Note 9, was accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity warrants to be issued over the life of the financing agreement multiplied by the price of the Company’s stock as of the closing date, less $0.01 per share to represent each warrant’s exercise price. The estimated amount of shares to be issued was derived from the Company’s estimate of shares of the Company’s common stock on a fully-diluted basis over the life of the financing agreement. On May 5, 2022, the Company fully repaid the 2020 Term Loan with the proceeds of its senior secured notes and cash on hand and terminated its financing agreement effective as of the same date, which also resulted in the termination of the warrant obligation. As of May 5, 2022, all warrants that had been issued under the Blue Torch warrant obligation had been exercised in full, resulting in no liability-classified warrants outstanding. See Note 9 for further discussion. The following table summarizes the changes of the Blue Torch warrant obligation as of September 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2021 ​ Loss (gain) on changes in stock price ​ Loss (gain) on changes in estimated common stock on a fully-diluted basis ​ Exercise of warrants ​ Derecognition ​ Balance as of September 30, 2022 ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ $ 9,589 ​ $ (1,971) ​ $ 153 ​ $ (5,050) ​ $ (2,721) ​ $ - ​

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events
Subsequent Events	16. Subsequent Events Equity Offering ​ On October 6, 2022, the Company completed an “at-the-market” equity offering, pursuant to its universal shelf registration statement filed with the SEC on April 29, 2020. As a result of the offering, the Company issued and sold 4,622,772 shares of its Class A common stock, resulting in approximately $14.1 million of proceeds, net of commissions and offering costs. ​ Pledge Agreement ​ ​ As the Pledged Shares represent security interests in companies that are privately held, there is no public trading market for the Pledged Shares. As a result, the value of the Pledged Shares could have been less than the Outstanding Obligated Amount, and, if the Company seeks to foreclose upon the Pledged Shares to satisfy the Sanberg affiliate’s obligation to pay the Outstanding Obligated Amount, the proceeds of any private sale of the Pledged Shares, to the extent any such private sale is permissible and effected subject to regulatory and contractual limitations that may apply, may be less than could have been obtained from a sale in a public trading market and may be less than the Outstanding Obligated Amount. ​ The Company is filing a UCC-1 Financing Statement to perfect its security interests in the Pledged Shares. As with any perfection of a security interest in pledged shares through the filing of a UCC-1 Financing Statement, such perfection may be subject to perfection of other security interests held by other secured parties, if any, in the pledged shares, achieved by possession or control of the pledged shares and thus may be superior to the security interests granted to the Company. The Company also intends to perfect its security interests in the Pledged Shares through possession of certificated securities which the Sanberg affiliate has committed to deliver to the Company no later than 15 days following the date of the Pledge Agreement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022 and December 31, 2021, results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2022 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of Blue Apron Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”).
Use of Estimates	Use of Estimates In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation, recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions.
Emerging Growth and Smaller Reporting Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act. This classification has allowed the Company to elect to take advantage of the extended transition period afforded for the implementation of new or revised accounting standards. The Company expects to lose its emerging growth company status on December 31, 2022, and as a result, will adopt all accounting pronouncements currently deferred under the emerging growth company election according to public company standards beginning with its Annual Report on Form 10-K for the year ending December 31, 2022, including interim period disclosures within that filing. The adoption dates for the new accounting pronouncements disclosed below have been presented accordingly. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and therefore qualifies for reduced disclosure requirements for smaller reporting companies.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued its standard on lease accounting, Accounting Standards Update No. 2016-02, Leases (Topic 842) Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments In December 2019, the FASB issued Accounting Standards Update No. 2019-12 (“ASU 2019-12 ”), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Inventories, Net (Tables)

Inventories, Net (Tables)	9 Months Ended
	Sep. 30, 2022
Inventories, Net
Summary of inventories, net	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Fulfillment $ 2,751 ​ $ 1,879 Product 28,038 ​ 23,110 Inventories, net $ 30,789 ​ $ 24,989

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Prepaid Expenses and Other Current Assets
Summary of prepaid expenses and other current assets	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Prepaid insurance $ 6,805 ​ $ 6,929 Other current assets 11,218 ​ 5,320 Prepaid expenses and other current assets $ 18,023 ​ $ 12,249

Restricted Cash (Tables)

Restricted Cash (Tables)	9 Months Ended
	Sep. 30, 2022
Restricted Cash
Reconciliation of cash between balance sheets and statements of cash flows	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (in thousands) Cash and cash equivalents $ 30,977 ​ $ 82,160 Restricted cash included in Prepaid expenses and other current assets ​ 369 ​ ​ 608 Restricted cash included in Other noncurrent assets ​ 1,069 ​ ​ 829 Total cash, cash equivalents, and restricted cash $ 32,415 ​ $ 83,597 ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2021 2020 ​ (in thousands) Cash and cash equivalents $ 35,282 ​ $ 44,122 Restricted cash included in Prepaid expenses and other current assets ​ 279 ​ ​ 610 Restricted cash included in Other noncurrent assets ​ 1,160 ​ ​ 1,110 Total cash, cash equivalents, and restricted cash $ 36,721 ​ $ 45,842

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2022
Property and Equipment, Net
Summary of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Computer equipment $ 12,138 $ 11,556 Capitalized software ​ 27,288 ​ 24,163 Fulfillment equipment ​ 52,131 ​ 52,058 Furniture and fixtures ​ 2,757 ​ 2,730 Leasehold improvements ​ 32,869 ​ 32,507 Buildings (1) ​ 114,877 ​ ​ 114,877 Construction in process (2) ​ 2,467 ​ 1,746 Property and equipment, gross ​ 244,527 ​ 239,637 Less: accumulated depreciation and amortization ​ (147,181) ​ (131,282) Property and equipment, net $ 97,346 ​ $ 108,355 (1) Buildings includes a build-to-suit lease arrangement in Linden, New Jersey where the Company is considered the owner for accounting purposes, and as of September 30, 2022 and December 31, 2021, contained $31.3 million of the capitalized fair value of the building, $80.8 million of costs incurred directly by the Company relating to this arrangement, and $2.8 million of capitalized interest for related construction projects. The Company capitalized the cost of interest for the related construction projects based on the applicable capitalization rate for the project. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service.

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 2021 ​ (In thousands) Accrued compensation $ 9,103 ​ $ 11,490 Accrued credits and refunds reserve 1,239 ​ 1,258 Accrued marketing expenses ​ 4,467 ​ ​ 7,095 Accrued shipping expenses 2,246 ​ 1,344 Accrued workers' compensation reserve ​ 4,290 ​ ​ 3,358 Other current liabilities 7,610 ​ 7,406 Accrued expenses and other current liabilities $ 28,955 ​ $ 31,951

Deferred Revenue (Tables)

Deferred Revenue (Tables)	9 Months Ended
	Sep. 30, 2022
Deferred Revenue
Summary of deferred revenue	​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2022 ​ 2021 ​ (In thousands) Cash received prior to fulfillment $ 6,501 ​ $ 4,861 March Sponsorship Gift Cards ​ 5,954 ​ ​ — May Sponsorship Gift Cards ​ 6,213 ​ ​ — Gift cards, prepaid orders, and other ​ 2,198 ​ ​ 3,097 Deferred revenue $ 20,866 ​ $ 7,958

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt
Summary of presentation of debt balances	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior secured notes ​ 2020 Term Loan ​ Debt issuance costs, net ​ Net ​ (In thousands) September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt $ — ​ $ — ​ $ — ​ $ — Long-term debt ​ 30,000 ​ ​ — ​ ​ (2,635) ​ ​ 27,365 Total $ 30,000 ​ $ — ​ $ (2,635) ​ $ 27,365 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt $ — ​ $ 3,500 ​ $ — ​ $ 3,500 Long-term debt ​ — ​ ​ 27,125 ​ ​ (1,239) ​ ​ 25,886 Total $ — ​ $ 30,625 ​ $ (1,239) ​ $ 29,386

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity (Deficit)
Schedule of equity-classified warrants issued	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ Issued ​ Exercised ​ Outstanding as of September 30, $ 15.00 ​ 6,525,714 ​ — ​ 6,525,714 $ 18.00 ​ 3,262,857 ​ — ​ 3,262,857 $ 20.00 ​ 1,631,429 ​ — ​ 1,631,429

Share-based Compensation (Table

Share-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-based Compensation
Schedule of Share-based Compensation Cost	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ September 30, ​ 2022 2021 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ - ​ $ 10 Product, technology, general and administrative ​ 1,507 ​ ​ 2,156 Total share-based compensation $ 1,507 ​ $ 2,166 ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ September 30, ​ 2022 2021 ​ (In thousands) Cost of goods sold, excluding depreciation and amortization $ 2 ​ $ 40 Product, technology, general and administrative ​ 5,382 ​ ​ 7,591 Total share-based compensation $ 5,384 ​ $ 7,631

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2022
Related Party Transactions
Schedule of related party transactions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Nine Months Ended ​ September 30, ​ ​ September 30, ​ 2022 2021 ​ 2022 2021 ​ (In thousands) Net revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Feeding America bulk sale $ - ​ $ - ​ $ 10,000 ​ $ - March Sponsorship Gift Cards $ 2,563 ​ $ - ​ $ 3,046 ​ $ - Cost of goods sold, excluding depreciation and amortization $ 1,726 ​ $ - ​ $ 7,194 ​ $ - Product, technology, general and administrative $ - ​ $ - ​ $ 3,000 ​ $ -

Earnings per Share (Tables)

Earnings per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings per Share
Schedule of earnings per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ 2022 ​ 2021 ​ ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders ​ $ (25,750) ​ $ — ​ $ (24,368) ​ $ (3,268) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic ​ 34,853,137 ​ ​ — ​ 20,906,141 ​ ​ 2,803,498 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted ​ 34,853,137 ​ — ​ 20,906,141 ​ 2,803,498 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) ​ $ (0.74) ​ $ — ​ $ (1.17) ​ $ (1.17) Net income (loss) per share attributable to common stockholders—diluted (1) ​ $ (0.74) ​ $ — ​ $ (1.17) ​ $ (1.17) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ ​ Class A Class B ​ Class A ​ Class B (In thousands, except share and per-share data) ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stockholders ​ $ (87,322) ​ $ — ​ $ (52,099) ​ $ (9,845) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic ​ 33,747,813 ​ — ​ 16,986,570 ​ 3,209,872 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted ​ 33,747,813 ​ — ​ 16,986,570 ​ 3,209,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to common stockholders—basic (1) ​ $ (2.59) ​ $ — ​ $ (3.07) ​ $ (3.07) Net income (loss) per share attributable to common stockholders—diluted (1) ​ $ (2.59) ​ $ — ​ $ (3.07) ​ $ (3.07) (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding.
Summary of shares that are excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Stock options ​ 30,210 ​ — ​ 44,764 ​ — Restricted stock units ​ 2,345,656 ​ — ​ 2,299,766 ​ — Warrants ​ 11,420,000 ​ — ​ 550,350 ​ — Total anti-dilutive securities ​ 13,795,866 ​ — ​ 2,894,880 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Stock options ​ 32,900 ​ — ​ 48,542 ​ — Restricted stock units ​ 2,378,797 ​ — ​ 2,262,173 ​ — Warrants ​ 11,408,117 ​ — ​ 550,350 ​ — Total anti-dilutive securities ​ 13,819,814 ​ — ​ 2,861,065 ​ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule of assets measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2022 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Assets: ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ $ — ​ $ — ​ $ — ​ $ — Total assets measured at fair value ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant obligation ​ $ — ​ $ — ​ $ — ​ $ — Other noncurrent liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total liabilities measured at fair value ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Level 1 Level 2 Level 3 Total ​ ​ (In thousands) Assets: ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market accounts ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 Total assets measured at fair value ​ $ 2,635 ​ $ — ​ $ — ​ $ 2,635 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Warrant obligation ​ $ — ​ $ — ​ $ 8,001 ​ $ 8,001 Other noncurrent liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ ​ — ​ ​ — ​ ​ 1,588 ​ ​ 1,588 Total liabilities measured at fair value ​ $ — ​ $ — ​ $ 9,589 ​ $ 9,589
Rollforward of fair value of Level 3 instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2021 ​ Loss (gain) on changes in stock price ​ Loss (gain) on changes in estimated common stock on a fully-diluted basis ​ Exercise of warrants ​ Derecognition ​ Balance as of September 30, 2022 ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant obligation ​ $ 9,589 ​ $ (1,971) ​ $ 153 ​ $ (5,050) ​ $ (2,721) ​ $ -

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Liquidity and Going Concern Evaluation (Details) - USD ($) $ / shares in Units, $ in Thousands									3 Months Ended						9 Months Ended
	Oct. 06, 2022	Sep. 07, 2022	Aug. 07, 2022	May 05, 2022	Apr. 29, 2022	Feb. 14, 2022	May 05, 2021	Oct. 16, 2020	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Aug. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Cash and cash equivalents									$ 30,977			$ 35,282			$ 30,977	$ 35,282		$ 82,160	$ 44,122
Long-term debt									27,400						27,400
Long-term debt									27,365						27,365			25,886
Less: current debt																		3,500
Minimum liquidity balance															25,000
Proceeds from issuance of common stock, gross proceeds													$ 21,144
Net losses									25,750	$ 23,123	$ 38,449	$ 27,636	$ 18,587	$ 15,721	87,322	61,944
Operating cash flows															(68,143)	$ (27,396)
Warrant exercise price (in dollars per share)							$ 0.01
Equity subject to warrant exercise (as a percent)							0.50%
Private Placement | Class A
Significant Accounting Policies [Line Items]
Share price					$ 12
April 2022 Private Placement | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold					3,333,333
February 2022 Private Placement | Private Placement
Significant Accounting Policies [Line Items]
Proceeds from issuance of common stock, net of offering costs						$ 5,000
February 2022 Private Placement | Private Placement | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold						357,143
Purchase agreement with RJB | Class A
Significant Accounting Policies [Line Items]
Equity commitment, shares		10,000,000
Purchase agreement with RJB | Private Placement
Significant Accounting Policies [Line Items]
Proceeds from issuance of common stock, gross proceeds					$ 20,000
Purchase agreement with RJB | Private Placement | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold			10,000,000
Proceeds from issuance of common stock, gross proceeds		$ 56,500
Share price		$ 5.65	$ 5
Equity commitment, shares			10,000,000
Purchase Agreement with RJB Partners LLC, April 2022 | Class A
Significant Accounting Policies [Line Items]
Proceeds from issuance of common stock, gross proceeds					$ 40,000
Purchase Agreement with RJB Partners LLC, April 2022 | Private Placement | Class A
Significant Accounting Policies [Line Items]
Share price			$ 12
Equity commitment, shares			1,666,667
Purchase Agreement with RJB Partners LLC, August 2022
Significant Accounting Policies [Line Items]
Equity commitment																	$ 50,000
Purchase Agreement with RJB Partners LLC, August 2022 | Private Placement | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold		10,000,000	8,333,333
Proceeds from issuance of common stock, gross proceeds			$ 50,000
Share price		$ 5.65	$ 5
Equity commitment									56,500						56,500
Gift Card Sponsorship Agreement with Aspiration Carbon Reduction
Significant Accounting Policies [Line Items]
Unredeemed gift cards sponsored		$ 18,500		$ 20,000											5,600
Note Purchase and Guarantee Agreement
Significant Accounting Policies [Line Items]
Minimum asset coverage ratio				1.25%
Any date subsequent to June 30, 2022 | Note Purchase and Guarantee Agreement
Significant Accounting Policies [Line Items]
Minimum liquidity balance				$ 15,000
Performed Asset Valuation | Note Purchase and Guarantee Agreement
Significant Accounting Policies [Line Items]
Minimum liquidity balance				$ 25,000
Scenario, Plan | Purchase agreement with RJB | Private Placement | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold					1,666,666
2020 Term Loan
Significant Accounting Policies [Line Items]
Long-term debt									27,365						27,365			29,386
Long-term debt									$ 27,365						$ 27,365			25,886
Less: current debt																		$ 3,500
Face value of debt								$ 35,000
Margin added to variable rate (as a percent)								1.50%
Interest rate (as a percent)								8%
Warrant exercise price (in dollars per share)							$ 0.01
Equity subject to warrant exercise (as a percent)							0.50%
2021 Term Loan
Significant Accounting Policies [Line Items]
Face value of debt							$ 5,000
Margin added to variable rate (as a percent)							1.50%
Interest rate (as a percent)							9%
Subsequent Event | Class A
Significant Accounting Policies [Line Items]
Shares issued and sold	4,622,772
Proceeds from issuance of common stock, net of offering costs	$ 14,100

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventories, Net
Fulfillment	$ 2,751	$ 1,879
Product	28,038	23,110
Inventories, net	$ 30,789	$ 24,989

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 6,805	$ 6,929
Other current assets	11,218	5,320
Prepaid expenses and other current assets	$ 18,023	$ 12,249

Restricted Cash (Details)

Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Restricted Cash
Cash and cash equivalents	$ 30,977	$ 82,160	$ 35,282	$ 44,122
Restricted cash included in Prepaid expenses and other current assets	$ 369	$ 608	$ 279	$ 610
Restricted Cash and Cash Equivalents, Asset, Statement of Financial Position [Extensible List]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Restricted cash included in Other noncurrent assets	$ 1,069	$ 829	$ 1,160	$ 1,110
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List]	Other Assets, Noncurrent	Other Assets, Noncurrent	Other Assets, Noncurrent	Other Assets, Noncurrent
Total cash, cash equivalents, and restricted cash	$ 32,415	$ 83,597	$ 36,721	$ 45,842

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property and equipment, net
Computer equipment	$ 12,138	$ 11,556
Capitalized software	27,288	24,163
Fulfillment equipment	52,131	52,058
Furniture and fixtures	2,757	2,730
Leasehold improvements	32,869	32,507
Buildings	114,877	114,877
Construction in process	2,467	1,746
Property and equipment, gross	244,527	239,637
Less: accumulated depreciation and amortization	(147,181)	(131,282)
Property and equipment, net	97,346	108,355
Build-to-suit lease financings included in Buildings	31,300	31,300
Cost incurred to date	80,800	80,800
Capitalized interest to date	$ 2,800	$ 2,800

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities
Accrued compensation	$ 9,103	$ 11,490
Accrued credits and refunds reserve	1,239	1,258
Accrued marketing expenses	4,467	7,095
Accrued shipping expenses	2,246	1,344
Accrued workers' compensation reserve	4,290	3,358
Other current liabilities	7,610	7,406
Accrued expenses and other current liabilities	$ 28,955	$ 31,951

Deferred Revenue (Details)

Deferred Revenue (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Deferred Revenue
Cash received prior to fulfillment	$ 6,501	$ 4,861
March Sponsorship Gift Cards	5,954
May Sponsorship Gift Cards	6,213
Gift cards, prepaid orders, and other	2,198	3,097
Deferred revenue	$ 20,866	$ 7,958
Number of types of contractual liabilities | item	2
Deferred revenue recognized during the period	$ 6,600

Debt (Details)

Debt (Details) - USD ($)						3 Months Ended	9 Months Ended
	Aug. 31, 2022	May 05, 2022	Apr. 29, 2022	May 05, 2021	Oct. 16, 2020	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt instruments
Proceeds from issuance of common stock, gross proceeds						$ 21,144,000
Loss (gain) on extinguishment of debt		$ 700,000		$ 4,100,000			$ (650,000)	$ 4,089,000
Warrant exercise price (in dollars per share)				$ 0.01
Equity subject to warrant exercise (as a percent)				0.50%
Current portion of long-term debt, net									$ 3,500,000
Long-term Debt, net							27,365,000		25,886,000
Long-term debt, net							27,400,000
Minimum liquidity balance							25,000,000
Gain loss on issuance of warrant obligation				$ 4,600,000
Gain (Loss) on fees paid on behalf of lender				100,000
Gain (Loss) on fair value adjustment of debt				$ 600,000
Gain (Loss) on prepayment fees		900,000
Gain (Loss) on derecognition of deferred financing fees		900,000
Gain (Loss) on legal and consulting fees		100,000
Gain (Loss) on allocation of reacquisition price to warrant obligation		$ 200,000
Note Purchase and Guarantee Agreement
Debt instruments
Minimum asset coverage ratio		1.25%
Note Purchase and Guarantee Agreement | Any Date After June 30, 2022 if Asset Valuation is Greater Than $25.0 million
Debt instruments
Minimum liquidity balance		$ 15,000,000
Note Purchase and Guarantee Agreement | Any Date After June 30, 2022 if Asset Valuation is Less Than or Equal to $20.0 million
Debt instruments
Minimum liquidity balance		25,000,000
Class A | Purchase Agreement with RJB Partners LLC, April 2022
Debt instruments
Proceeds from issuance of common stock, gross proceeds			$ 40,000,000
2020 Term Loan
Debt instruments
Repayment of revolving credit facility					$ 875,000
Face value of debt					$ 35,000,000
Margin added to variable rate (as a percent)					1.50%
Interest rate (as a percent)					8%
Warrant exercise price (in dollars per share)				$ 0.01
Equity subject to warrant exercise (as a percent)				0.50%
Long term debt current, Gross									3,500,000
Debt issuance costs, net, current									(1,239,000)
Current portion of long-term debt, net									3,500,000
Long term debt noncurrent, Gross									27,125,000
Debt issuance costs, noncurrent, net							(2,635,000)
Long-term Debt, net							27,365,000		25,886,000
Long-term Debt, Gross									30,625,000
Debt issuance costs, net							(2,635,000)		(1,239,000)
Long-term debt, net							27,365,000		29,386,000
Gain (Loss) on allocation of reacquisition price to warrant obligation		$ 2,600,000
Maturities of Long-term Debt [Abstract]
Amount outstanding									$ 30,625,000
2021 Term Loan
Debt instruments
Face value of debt				$ 5,000,000
Margin added to variable rate (as a percent)				1.50%
Interest rate (as a percent)				9%
Increase in interest rate (as a percent)				1%
Senior secured notes
Debt instruments
Long term debt noncurrent, Gross							30,000,000
Long-term Debt, Gross							30,000,000
Maturities of Long-term Debt [Abstract]
Amount outstanding							$ 30,000,000
Senior secured notes | Any Date Ending Prior on or Prior to June 30, 2022
Debt instruments
Minimum liquidity balance, subsequent period	$ 25,000,000
Senior secured notes | Note Purchase and Guarantee Agreement
Debt instruments
Percentage of purchase price		94%
Face value of debt		$ 30,000,000
Interest rate (as a percent)		8.875%
Minimum asset coverage ratio		1.25%
Percentage of Fee on failure to achieve ESG KPI Goal		1%
Percentage of ESG KPI Goal		90%
Periodic payment		$ 1,500,000
Senior secured notes | Note Purchase and Guarantee Agreement | Any Date Ending Prior on or Prior to June 30, 2022
Debt instruments
Minimum liquidity balance		15,000,000
Senior secured notes | Note Purchase and Guarantee Agreement | Any Date After June 30, 2022 if Asset Valuation is $20.0 million but Less than $25.0 million
Debt instruments
Minimum liquidity balance		$ 20,000,000

Debt - Components, covenants, f

Debt - Components, covenants, facility financing obligation (Details) - USD ($) $ in Thousands		9 Months Ended
	May 05, 2022	Sep. 30, 2022	Dec. 31, 2021
Debt instruments
Minimum liquidity balance		$ 25,000
Facility financing obligation		$ 35,799	$ 35,886
Senior secured notes
Debt instruments
Deferred financing costs in Long-term debt	$ 2,900

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Sep. 07, 2022	Aug. 07, 2022	Apr. 29, 2022	Feb. 14, 2022	Jun. 30, 2021	Sep. 30, 2022	Aug. 30, 2022	May 05, 2021
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)								$ 0.01
Outstanding equity interests available							$ 25,000
Value of common stock, gross					$ 21,144
Exercise Price 15.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)						$ 15
Exercise Price 18.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)						18
Exercise Price 20.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)						$ 20
Class A | Purchase agreement with RJB
Class of Stock [Line Items]
Equity commitment, shares	10,000,000
Class A | Exercise Price 15.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)				$ 15
Class A | Exercise Price 18.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)				18
Class A | Exercise Price 20.00
Class of Stock [Line Items]
Warrant exercise price (in dollars per share)				$ 20
Private Placement | February 2022 Private Placement
Class of Stock [Line Items]
Proceeds from issuance of common stock, gross proceeds				$ 5,000
Unit price				$ 14
Private Placement | Purchase agreement with RJB
Class of Stock [Line Items]
Value of common stock, gross			$ 20,000
Private Placement | Class A
Class of Stock [Line Items]
Share price			$ 12
Private Placement | Class A | February 2022 Private Placement
Class of Stock [Line Items]
Proceeds from issuance of stock, net of offering costs				$ 4,800
Issuance of common stock, net of issuance costs (in shares)				357,143
Number of warrants				500,000
Private Placement | Class A | Purchase agreement with RJB
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs (in shares)		10,000,000
Equity commitment, shares		10,000,000
Value of common stock, gross	$ 56,500
Share price	$ 5.65	$ 5
Private Placement | Class A | April 2022 Private Placement
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs (in shares)			3,333,333
Value of common stock, gross			$ 40,000
Share price			$ 12
Private Placement | Class A | Scenario, Plan | Purchase agreement with RJB
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs (in shares)			1,666,666
Purchase Agreement With RJB Partners LLC And Matthew Salzberg [Member] | February 2022 Private Placement
Class of Stock [Line Items]
Warrant term				7 years
Purchase agreement with RJB | Class A | April 2022 Private Placement
Class of Stock [Line Items]
Issuance of common stock, net of issuance costs (in shares)			1,666,666
Value of common stock, gross			$ 20,000
Purchase agreement with Linda Findley | April 2022 Private Placement
Class of Stock [Line Items]
Proceeds from issuance of stock, net of offering costs			20,100
Purchase agreement with Linda Findley | Class A | April 2022 Private Placement
Class of Stock [Line Items]
Proceeds from issuance of common stock, gross proceeds			$ 500
Unit price			$ 12
Issuance of common stock, net of issuance costs (in shares)			41,666

Stockholders' Equity (Deficit_3

Stockholders' Equity (Deficit) - Equity-classified warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	May 05, 2021
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 0.01
Exercise Price 15.00
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 15
Issued	6,525,714
Outstanding	6,525,714
Exercise Price 18.00
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 18
Issued	3,262,857
Outstanding	3,262,857
Exercise Price 20.00
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)	$ 20
Issued	1,631,429
Outstanding	1,631,429

Share-based Compensation - Expe

Share-based Compensation - Expense and Assumptions (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized		$ 1,507	$ 2,166	$ 5,384	$ 7,631
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock granted	247,161
Unrecognized share-based compensation, other than options	$ 1,300
Period of recognition of costs	3 years
Cost of goods sold, excluding depreciation and amortization
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized			10	2	40
Product, technology, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized		$ 1,507	$ 2,156	$ 5,382	$ 7,591

Related Party Transactions (Det

Related Party Transactions (Details) $ / shares in Units, $ in Thousands									3 Months Ended	9 Months Ended
	Oct. 06, 2022 USD ($) shares	Sep. 07, 2022 USD ($) $ / shares shares	Aug. 07, 2022 USD ($) $ / shares shares	Jun. 23, 2022 USD ($)	May 05, 2022 USD ($)	Apr. 29, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Mar. 11, 2022 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Value of common stock, gross									$ 21,144
Gift Card Sponsorship Agreement with Aspiration Carbon Reduction.
Related Party Transaction [Line Items]
Unredeemed gift cards sponsored		$ 18,500			$ 20,000					$ 5,600
Deferred revenue					$ 20,000
Class A | Purchase Agreement with RJB Partners LLC, April 2022
Related Party Transaction [Line Items]
Value of common stock, gross						$ 40,000
Private Placement | Purchase agreement with RJB
Related Party Transaction [Line Items]
Value of common stock, gross						$ 20,000
Private Placement | Class A
Related Party Transaction [Line Items]
Share price | $ / shares						$ 12
Private Placement | Class A | Purchase agreement with RJB
Related Party Transaction [Line Items]
Share price | $ / shares		$ 5.65	$ 5
Value of common stock, gross		$ 56,500
Issuance of common stock, net of issuance costs (in shares) | shares			10,000,000
Private Placement | Class A | Purchase Agreement with RJB Partners LLC, April 2022
Related Party Transaction [Line Items]
Share price | $ / shares			$ 12
Private Placement | Class A | Purchase Agreement with RJB Partners LLC, August 2022
Related Party Transaction [Line Items]
Share price | $ / shares		$ 5.65	$ 5
Value of common stock, gross			$ 50,000
Issuance of common stock, net of issuance costs (in shares) | shares		10,000,000	8,333,333
Gift Card Sponsorship Agreement | Aspiration Carbon Reduction Gateway, LLC
Related Party Transaction [Line Items]
Unredeemed gift cards sponsored								$ 9,000
Sustainability and Carbon Credit Agreement | Aspiration Sustainable Impact Services, LLC
Related Party Transaction [Line Items]
Purchased							$ 3,000			$ 6,000
Number of installments										24
Purchase Agreement With Feeding America | Joseph N. Sanberg
Related Party Transaction [Line Items]
Purchased				$ 10,000
Subsequent Event | Class A
Related Party Transaction [Line Items]
Proceeds from issuance of common stock, net of offering costs	$ 14,100
Issuance of common stock, net of issuance costs (in shares) | shares	4,622,772

Related Party Transactions - Ne

Related Party Transactions - Net revenue (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Related Party Transactions
Cost of goods sold, excluding depreciation and amortization	$ 1,726	$ 7,194
Product, technology, general and administrative		3,000
Feeding America bulk sale
Related Party Transactions
Net revenue		10,000
March Sponsorship Gift Cards
Related Party Transactions
Net revenue	$ 2,563	$ 3,046

Earnings per Share (Details)

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss)	$ (25,750)	$ (23,123)	$ (38,449)	$ (27,636)	$ (18,587)	$ (15,721)	$ (87,322)	$ (61,944)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic	34,853,137			23,709,639			33,747,813	20,196,442
Weighted average diluted shares outstanding (in shares)	34,853,137			23,709,639			33,747,813	20,196,442
Net income (loss) per share attributable to common stockholders-basic	$ (0.74)			$ (1.17)			$ (2.59)	$ (3.07)
Net income (loss) per share attributable to common stockholders-diluted	$ (0.74)			$ (1.17)			$ (2.59)	$ (3.07)
Class A
Numerator:
Net income (loss) attributable to common stockholders	$ (25,750)			$ (24,368)			$ (87,322)	$ (52,099)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic	34,853,137			20,906,141			33,747,813	16,986,570
Weighted average diluted shares outstanding (in shares)	34,853,137			20,906,141			33,747,813	16,986,570
Net income (loss) per share attributable to common stockholders-basic	$ (0.74)			$ (1.17)			$ (2.59)	$ (3.07)
Net income (loss) per share attributable to common stockholders-diluted	$ (0.74)			$ (1.17)			$ (2.59)	$ (3.07)
Class B
Numerator:
Net income (loss) attributable to common stockholders				$ (3,268)				$ (9,845)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders-basic				2,803,498				3,209,872
Weighted average diluted shares outstanding (in shares)				2,803,498				3,209,872
Net income (loss) per share attributable to common stockholders-basic				$ (1.17)				$ (3.07)
Net income (loss) per share attributable to common stockholders-diluted				$ (1.17)				$ (3.07)

Earnings per Share - Antidiluti

Earnings per Share - Antidilutive Common Shares (Details) - Class A - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders	13,795,866	2,894,880	13,819,814	2,861,065
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders	30,210	44,764	32,900	48,542
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders	2,345,656	2,299,766	2,378,797	2,262,173
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders	11,420,000	550,350	11,408,117	550,350

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	May 05, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant exercise price (in dollars per share)	$ 0.01
Equity subject to warrant exercise (as a percent)	0.50%
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period		$ 9,589
Loss (gain) on changes in stock price		(1,971)
Loss (gain) on changes in estimated common stock outstanding on a fully-diluted basis		153
Exercise of warrants		(5,050)
Derecognition		$ (2,721)
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value			$ 2,635
Financial liabilities, fair value			9,589
Fair Value, Measurements, Recurring | Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities, fair value			8,001
Fair Value, Measurements, Recurring | Warrants | Noncurrent liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities, fair value			1,588
Fair Value, Measurements, Recurring | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value			2,635
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value			2,635
Fair Value, Measurements, Recurring | Level 1 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value			2,635
Fair Value, Measurements, Recurring | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities, fair value			9,589
Fair Value, Measurements, Recurring | Level 3 | Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities, fair value			8,001
Fair Value, Measurements, Recurring | Level 3 | Warrants | Noncurrent liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial liabilities, fair value			$ 1,588

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - Class A $ in Millions	Oct. 06, 2022 USD ($) shares
Subsequent Event [Line Items]
Issuance of common stock, net of issuance costs (in shares) | shares	4,622,772
Proceeds from Issuance of Common Stock | $	$ 14.1

Uncategorized Items - aprn-2022

Label	Element	Value
Class A | Purchase Agreement With Rjb Partners Llc, Amended August 2022 [Member] | Private Placement
Sale of Stock, Consideration Received on Transaction	us-gaap_SaleOfStockConsiderationReceivedOnTransaction	$ 56,500,000
Sale of Stock, Consideration Received on Transaction	us-gaap_SaleOfStockConsiderationReceivedOnTransaction	$ 50,000,000