As filed with the Securities and Exchange Commission on ~~December 10, 2021~~November 7, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BLUE APRON HOLDINGS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its Charter)~~its charter)

Delaware

(State or ~~Other Jurisdiction~~other jurisdiction of
~~Incorporation~~incorporation or ~~Organization)~~organization)

81-4777373

(I.R.S. Employer
Identification Number)

28 Liberty Street
New York, New York 10005
(347) 765-1896

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Linda Findley ~~Kozlowski~~
President and Chief Executive Officer
Blue Apron Holdings, Inc.
28 Liberty Street
New York, New York 10005
Telephone: (347) 765-1896

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

David A. Westenberg, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
~~Telecopy: (617) 526-5000~~

Meredith L. Deutsch, Esq.
General Counsel and Corporate Secretary
Blue Apron Holdings, Inc.
28 Liberty Street
New York, New York 10005
Telephone: (347) 765-1896

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	☐	Accelerated filer	☒	☒
Non-accelerated filer ☐	☐	Smaller reporting company	☒	☒
		Emerging growth company	☒	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

~~CALCULATION OF REGISTRATION FEE~~

Title of each class of
securities to be registered

Amount
to be
Registered(1)

Proposed Maximum
Offering Price
Per Unit(2)

Proposed Maximum
Aggregate
Offering Price(2)

Amount of
Registration Fee

Class A Common Stock, par value $0.0001 per share
9,724,429(3)
$10.95 $106,482,498 $9,870.93
Class A Common Stock, par value $0.0001 per share
5,252,354.58219726(4)
$10.95 $57,513,283 $5,331.49
Class A Common Stock, par value $0.0001 per share
2,626,177.29109863(5)
$10.95 $28,756,642 $2,665.75
Class A Common Stock, par value $0.0001 per share
1,313,088.64554932(6)
$10.95 $14,378,321 $1,332.88

~~(1)~~

The shares of Class A common stock will be offered for resale by the selling stockholders. Pursuant to Rule 416 under the Securities Act, this Registration Statement also relates to an indeterminate number of additional shares of Class A common stock to be issued as a result of stock splits, stock dividends or similar transactions.

~~(2)~~

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on average of high and low price per share of the Class A common stock as reported on the New York Stock Exchange on December 9, 2021.

~~(3)~~

~~Consists of issued and outstanding shares of Class A common stock held by the selling stockholders.~~

~~(4)~~

Consists of shares of Class A common stock issuable upon the exercise of warrants at an exercise price of $15.00 per share issued by the registrant to the selling stockholders on September 15, 2021 and November 4, 2021.

~~(5)~~

Consists of shares of Class A common stock issuable upon the exercise of warrants at an exercise price of $18.00 per share issued by the registrant to the selling stockholders on September 15, 2021 and November 4, 2021.

~~(6)~~

Consists of shares of Class A common stock issuable upon the exercise of warrants at an exercise price of $20.00 per share issued by the registrant to the selling stockholders on September 15, 2021 and November 4, 2021.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated ~~December 10, 2021~~November 7, 2022

PROSPECTUS

$100,000,000

~~18,916,049.51884521 SHARES OF CLASS A COMMON STOCK~~Debt Securities

~~This prospectus relates to resales of shares of~~
Class A common stock (i) issued by us to Matthew B. Salzberg and RJB Partners LLC in private placements on September 15, 2021 and November 4, 2021, respectively, which we refer to as the Private Placements, pursuant to the terms of a purchase agreement dated September 15, 2021, by and among us, Mr. Salzberg and RJB Partners LLC, which we refer to as the Purchase Agreement, (ii) issuable upon the exercise of outstanding warrants issued by us to Mr. Salzberg and RJB Partners LLC in the Private Placements pursuant to the Purchase Agreement, and (iii) otherwise held by Mr. Salzberg, certain affiliates of Mr. Salzberg, RJB Partners LLC and Joseph N. Sanberg (an affiliate of RJB Partners LLC), which we refer to collectively as the selling stockholders, as of September 15, 2021.Common Stock
Preferred Stock
Warrants

We ~~are not selling any shares under this prospectus and will not receive any proceeds from the sale of the shares offered hereby.~~

~~The selling stockholders identified in this prospectus, or their pledgees, assignees, donees, transferees or other successors-in-interest,~~ may offer ~~the shares~~and sell securities from time to time ~~through public~~in one or ~~private transactions at prevailing market prices,~~more offerings of up to $100,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest.

We may offer these securities in amounts, at prices ~~related~~and on terms determined at the time of offering. The securities may be sold directly to ~~prevailing market prices~~you, through agents, or ~~at privately negotiated prices.~~through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement.

Our Class A common stock is ~~traded~~listed on ~~The~~the New York Stock Exchange under the symbol ~~“APRN.” On December 9, 2021, the last reported sale price of our Class A common stock on The New York Stock Exchange was $10.68 per share.~~“APRN”.

Investing in ~~our Class A common stock~~these securities involves ~~a high degree of risk.~~certain risks. See “Risk Factors” ~~beginning~~ on page 57 of ~~the~~this prospectus, included in any accompanying prospectus supplement and in the documents incorporated by reference ~~into~~in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2021.~~2022

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission ~~which we refer to as the SEC,~~(the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, ~~the selling stockholders~~we may from time to time sell ~~shares~~any combination of ~~Class A common stock~~the securities described in this prospectus in one or more ~~offerings.~~offerings for an aggregate initial offering price of up to $100,000,000.

This prospectus provides you with a general description of the securities ~~the selling stockholders~~we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus and, accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should ~~carefully~~ read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 202 of this prospectus.

~~Neither we nor~~You should rely only on the ~~selling stockholders~~information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with any information other than that contained or incorporated by reference into this prospectus. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.different information. This prospectus ~~does~~and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, ~~and~~any prospectus supplement, the documents incorporated ~~herein~~ by reference and any related free writing prospectus is accurate only as of their respective dates. The information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A common stock. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain documents filed by us with the SEC are also available on our website at http://www.blueapron.com. Our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus supplement and the accompanying prospectus regarding us and the securities, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC’s internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference into this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 001-38134) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or completed:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 from our definitive proxy statement for the 2022 Annual Meeting of Stockholders;

•

Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022,June 30, 2022 and September 30, 2022 (and with respect to the Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, the additional disclosures relating to the Company’s ability to continue as a going concern in Note 2 to the Consolidated Financial Statements contained in such reports);

•

Current Reports on Form 8-K filed on February 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), February 15, 2022,March 7, 2022,March 23, 2022,May 5, 2022,May 10, 2022 (with respect to Item 8.01 and the portions of Item 9.01 described therein only), June 14, 2022,August 8, 2022 (with respect to Item 1.01 and the portions of Item 9.01 described therein only), September 6, 2022,September 7, 2022,September 26, 2022,October 3, 2022 and November 7, 2022 (with respect to Item 1.01, Item 5.02 and the portions of Item 9.01 described therein only); and

•

The description of our registered securities contained in our Registration Statement on Form 8-A filed on June 26, 2017, as amended by the descriptions of our registered securities contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2021 and including any other amendments or reports filed for the purpose of updating such descriptions.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended ~~or the Securities Act,~~(the “Securities Act”), and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties.~~Act.

All statements, other than statements of historical facts, included or incorporated in this prospectus regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus and the ~~documents~~information incorporated by reference ~~into~~in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus ~~or the respective documents incorporated by reference, as applicable,~~ and we do not assume any obligation to update any forward-looking statements except as required by applicable law.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions in other documents we file from time to time with the SEC, specifically our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form ~~8-K, particularly under the heading “Risk Factors.”~~8-K.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results ~~or events~~ could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

•

our expectations regarding our expenses and revenue, including the sufficiency of our cash resources, and our ability, including the timing and extent, to sufficiently manage costs and fund investments in our operations in amounts necessary to maintain compliance with financial and other covenants under our indebtedness, while continuing to support the execution of our growth strategy on our anticipated timelines;

•

our ability, including the timing and extent, to successfully support the execution of our growth strategy, (including the ability to successfully increase marketing and technology improvements on our planned timeline, if at all), our ability to cost-effectively attract new customers and retain existing customers, including our ability to sustain any increase in demand, our ability to continue to expand our product offerings and distribution channels, our ability to sustain any increase in demand and/or our ability to continue to execute operational efficiency practices;

•

our expectations regarding, and the stability of, our supply chain, including potential shortages, interruptions or continued increased costs in the supply or delivery of ingredients, and parcel and freight carrier interruptions or delays and/or higher freight or fuel costs, as a result of inflation or otherwise;

•

our ability to further invest in marketing; changes in consumer behaviors, tastes, and preferences that could lead to changes in demand, including as a result of, among other things, the impact of inflation or other macroeconomic factors¸ and to some extent, long-term impacts on consumer behavior, and spending habits;

•

our ability to attract and retain qualified employees and personnel in sufficient numbers;

•

our ability to effectively compete;

•

our ability to maintain and grow the value of our brand and reputation;

•

any material and adverse impact of any resurgences and/or new variants of the COVID-19 virus on our operations and results, such as challenges in employee recruiting and retention, any prolonged closures, or series of temporary closures, of one or both of our fulfillment centers, supply chain or carrier interruptions or delays, and any resulting need to cancel or shift customer orders;

•

our ability to achieve our environmental, sustainability and corporate governance (“ESG”) goals on our anticipated timeframe, if at all;

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~~PROSPECTUS SUMMARY~~

This summary highlights important features of this offering and the information included or incorporated by reference into this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read the entire prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors.” Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

~~Blue Apron Holdings, Inc.~~BLUE APRON HOLDINGS, INC.

Blue Apron’s vision is ~~“better living through better food.”~~Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connection, and joy through cooking. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives.

Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, ~~seasonally inspired~~seasonally-inspired produce and ~~high quality~~high-quality ingredients sent directly to our customers. We do this by employing technology and expertise across many disciplines — demand planning, recipe creation, procurement, recipe merchandising, fulfillment operations, distribution, customer service, and marketing — to drive our end-to-end value chain. We offer our customers three weekly meal plans — a Two-Serving Plan, a Four-Serving Plan, and Meal Prep Plan. We also sell wine, which can be paired with our meals, through Blue Apron Wine, our direct-to-consumer wine delivery service. Through Blue Apron Market, our e-commerce market, we sell a curated selection of cooking tools, utensils, pantry items, add-on products for different culinary occasions, which are tested and recommended by our culinary team, and à la carte wine offerings.

~~Corporation Information~~

Our principal executive offices are located at 28 Liberty Street, New York, New York 10005, and our telephone number at that address is (347) 719-4312. Our website address is http://www.blueapron.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

~~Implications of Being an Emerging Growth Company and a Smaller Reporting Company~~

As a company with less than $1.07 billion of revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to as the JOBS Act). We may remain an emerging growth company until December 31, 2022, or until such earlier time as we have more than $1.07 billion in annual revenue, the market value of our stock held by non-affiliates is more than $700 million as of the last business day of our second quarter in any fiscal year, or we issue more than $1 billion of non-convertible debt over a three-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies.

We are also a “smaller reporting company” because the market value of our stock held by non-affiliates is less than $250 million. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million, in each case as of the last business day of our second quarter in any fiscal year. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

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~~SELLING STOCKHOLDERS~~DESCRIPTION OF DEBT SECURITIES

~~The shares of Class A common stock covered by this prospectus consist of an aggregate of 18,916,049.51884521 shares, comprised of (i) 6,565,813 shares of Class A common stock issued by us~~Subject to Matthew B. Salzberg and RJB Partners LLC in the Private Placements pursuant to the Purchase Agreement, (ii) 9,191,620.51884521 shares of Class A common stock issuable by us upon the exercise of outstanding warrants issued by us to Mr. Salzberg and RJB Partners LLC in the Private Placements pursuant to the Purchase Agreement, and (iii) 3,158,616 shares of Class A common stock otherwise held by Mr. Salzberg, certain affiliates of Mr. Salzberg, RJB Partners LLC and Joseph N. Sanberg (an affiliate of RJB Partners LLC) as of September 15, 2021. We have agreed to register these shares of Class A common stock in accordance with the terms of our existing senior secured notes or other debt facilities we may enter into in the ~~Registration Rights Agreement. For additional information regarding~~future, we may offer debt securities which may be senior or subordinated. We refer to the ~~Purchase Agreement, the related warrants,~~senior debt securities and the ~~Registration Rights Agreement, see “— Description~~subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of ~~Transactions with~~ the ~~Selling Stockholders” below.~~debt securities. We ~~are registering~~will describe the ~~shares~~specific terms of ~~Class A common stock~~the debt securities and the extent, if any, to ~~permit~~which the ~~selling stockholders~~general provisions summarized below apply to ~~offer~~any series of debt securities in the ~~shares for resale~~prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiaries.

We may issue senior debt securities from time to ~~time.~~time, in one or more series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement (the “senior trustee”). We may issue subordinated debt securities from time to time, in one or more series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement (the “subordinated trustee”). The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. The senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes some of the provisions of the indentures and is qualified in its entirety by the specific text of the indentures, including definitions of terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information.

Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

General

The ~~following table sets forth,~~senior debt securities will constitute our unsecured and unsubordinated general obligations and will rank equally in right of payment with our other unsecured and unsubordinated obligations. The subordinated debt securities will constitute our unsecured and subordinated general obligations and will be junior in right of payment to our ~~knowledge, certain information about~~senior indebtedness (including senior debt securities), as described under the ~~selling stockholders as of December 9, 2021.~~

~~Beneficial ownership is determined in accordance with the rules~~heading “— Certain Terms of the ~~SEC~~Subordinated Debt Securities — Subordination.” The debt securities will be structurally subordinated to all existing and ~~includes voting~~future indebtedness and other liabilities of our subsidiaries unless such subsidiaries expressly guarantee such debt securities.

The debt securities will be our unsecured obligations. Any secured debt or ~~investment power~~other secured obligations will be effectively senior to the debt securities to the extent of the value of the assets securing such debt or other obligations. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will not be guaranteed by any of our subsidiaries.

The applicable prospectus supplement and/or free writing prospectus will include any additional or different terms of the debt securities of any series being offered, including the following terms:

•

the title and type of the debt securities;

•

whether the debt securities will be senior or subordinated debt securities, and, with respect to ~~shares. Unless otherwise indicated below, including~~any subordinated debt securities the footnotes to the below table, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Class A common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.

Shares Beneficially Owned
Prior to Offering(1)
Shares Being Offered
Shares to be Beneficially
Owned After Offering(2)

Class A
Common Stock

Class A
Common Stock

Class A
Common Stock

Name of Selling Stockholder Number
Percentage(3)
Number Number
Percentage(3)

Matthew B. Salzberg 3,571,713(4) 11.2% 3,567,353(5) 4,360 *
RJB Partners LLC 15,134,403.51884521(6) 37.5% 15,134,403.51884521(7) 0 —
Joseph N. Sanberg 15,349,946.51884521(8) 38.1% 15,348,696.51884521(9) 1,250 *

~~Less than one percent.~~terms on which they are subordinated;

~~(1)~~•

~~The number~~the initial aggregate principal amount of ~~shares of Class A common stock shown in~~ the table above includes all shares of Class A common stock issuable upon the exercise of warrants issued by us to the selling stockholders in the Private Placements on September 15, 2021 and November 4, 2021 notwithstanding the voting and exercise caps described below.debt securities;

~~(2)~~•

~~We do not know when~~the price or ~~in what amounts a selling stockholder may offer shares for sale. The selling stockholders might not~~prices at which we will sell ~~any or all of~~ the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders. None of the selling stockholders is a licensed broker dealer or an affiliate of a licensed broker dealer.debt securities;

~~(3)~~•

~~Based on (i) 31,571,024 shares of Class A common stock outstanding on November 15, 2021 and (ii) for each selling stockholder,~~ the ~~number of shares issuable upon exercise~~maturity date or dates of the ~~warrants beneficially owned by~~debt securities and the right, if any, to extend such ~~selling stockholder notwithstanding the voting and exercise caps described below.~~

~~(4)~~

Shares beneficially owned by Mr. Salzberg consist of (i) 1,568,787 shares of Class A common stock held directly by Mr. Salzberg, (ii) 420,000 shares of Class A common stock underlying warrants held directly by Mr. Salzberg, (iii) 166,666 shares of Class A common stock held by The Matthew Salzberg Family 2014 Trust, for which Mr. Salzberg serves as trustee, (iv) 1,316,272 shares of Class A common stock held by the Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement, for which Mr. Salzberg exercises sole investment control, (v) 47,814 shares of the Class A

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common stock held by MS 2018 Trust I, for which Mr. Salzberg exercises sole investment control, (vi) 47,814 shares of Class A common stock held by MS 2018 Trust II, for which Mr. Salzberg exercises sole investment control, (vii) 1,250 shares of Class A common stock held by Aspiration Growth Opportunities II GP, LLC, of which Mr. Salzberg has shared voting and investment power, and (viii) 3,110 shares of Class A common stock underlying an outstanding but unexercised stock option held by Mr. Salzberg. The foregoing information is based on a Schedule 13G/A filed by Mr. Salzberg on February 16, 2021 and information provided by Mr. Salzberg to us. The warrants held by Mr. Salzberg are subject to a beneficial ownership limitation of 9.99%, which prohibits Mr. Salzberg from exercising that portion of the warrants that would result in Mr. Salzberg owning, after exercise, a number of ordinary shares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the beneficial ownership limitation.

~~(5)~~

Shares being offered consists of (i) 1,568,787 shares of Class A common stock held directly by Mr. Salzberg, (ii) 420,000 shares of Class A common stock underlying warrants held directly by Mr. Salzberg, (iii) 166,666 shares of Class A common stock held by The Matthew Salzberg Family 2014 Trust, for which Mr. Salzberg serves as trustee, (iv) 1,316,272 shares of Class A common stock held by the Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement, for which Mr. Salzberg exercises sole investment control, (v) 47,814 shares of the Class A common stock held by MS 2018 Trust I, for which Mr. Salzberg exercises sole investment control, and (vi) 47,814 shares of Class A common stock held by MS 2018 Trust II, for which Mr. Salzberg exercises sole investment control.

~~(6)~~

Shares beneficially owned by RJB Partners LLC consist of (i) 6,362,783 shares of Class A common stock and (ii) 8,771,620.51884521 shares of Class A common stock underlying warrants directly held by RJB Partners LLC. The warrants held by RJB Partners LLC are subject to an exercise cap of 33%, which prohibits RJB Partners LLC from exercising warrants for such number of shares of Class A common stock to the extent that if the warrants were exercisable, such exercise would result in RJB Partners LLC’s and/date or its affiliates owning more than 33% of the aggregate outstanding voting power of our equity interests. This limitation on RJB Partners LLC and its affiliates’ exercisability applies until the date that is 61 days after the Financing Agreement (as defined below) is terminated and all amounts thereunder are fully paid and discharged or such earlier date as any required consent or waiver under the Financing Agreement is obtained. The amounts and percentages in the table do not give effect to the exercise cap. The shares held by RJB Partners LLC are also subject to a voting cap, which requires RJB Partners LLC and its affiliates under common control to vote all shares in excess of 19.9% of our outstanding voting securities in proportion, and in accordance, with our other stockholders. The amounts and percentages in the table do not give effect to the voting cap. Mr. Sanberg, the managing member of RJB Partners LLC, is deemed to share voting and dispositive power over the shares held by RJB Partners LLC.

~~(7)~~

Shares being offered consists of (i) 6,362,783 shares of Class A common stock held directly by RJB Partners LLC, and (ii) 8,771,620.51884521 shares of Class A common stock underlying warrants held directly by RJB Partners LLC.

~~(8)~~

Shares beneficially owned by Mr. Sanberg consist of (i) 214,293 shares of Class A common stock held directly by Mr. Sanberg, (ii) 6,362,783 shares of Class A common stock held by RJB Partners LLC, of which Mr. Sanberg is managing member and is deemed to share voting and dispositive power, (iii) warrants to purchase 8,771,620.51884521 shares of Class A common stock held by RJB Partners LLC, and (iv) 1,250 shares of Class A common stock held by Aspiration Growth Opportunities II GP, LLC, of which Mr. Sanberg is managing member and is deemed to share voting and dispositive power. As noted in footnote (6) above, the shares underlying the warrants held by RJB Partners LLC are subject to (i) an exercise cap, prohibiting RJB Partners LLC from exercising warrants for such number of shares of Class A common stock to the extent that if the warrants were exercisable, such exercise would result in RJB Partners LLC’s and/or its affiliates owning more than 33% of the aggregate outstanding voting power of our equity interests and (ii) a voting cap, which requires RJB Partners LLC and its affiliates under common control to vote all shares in excess of 19.9% of our outstanding voting securities in proportion, and in accordance, with our other stockholders. The amounts and percentages in the table do not give effect to the exercise cap or voting cap.

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~~Description of Transactions with the Selling Stockholders~~

~~Purchase Agreement~~

~~The Purchase Agreement provided that, among other things:~~

•

~~We would conduct a rights offering,~~the rate or rates, if any, at which the debt securities will bear interest, or the ~~Rights Offering, pursuant to which we distributed, at no charge, to the holders~~method of record of our outstanding shares of Class A common stock and certain outstanding warrants to purchase shares of Class A common stock held by the Company’s lenders as of the close of business on October 8, 2021,determining such rate or the Eligible Securityholders, one non-transferable subscription right, or a Subscription Right, for each share of Class A common stock held or, in the case of the holders of the applicable outstanding warrants, each share of Class A common stock issuable upon exercise of such warrants. Each Subscription Right provided the Eligible Securityholder the right to purchase one unit consisting of (i) a fraction, or the Applicable Fraction, of one share of Class A common stock, (ii) one warrant to purchase the Applicable Fraction of 0.8 of one share of Class A common stock at an exercise price of $15.00 per share, (iii) one warrant to purchase the Applicable Fraction of 0.4 of one share of Class A common stock at an exercise price of $18.00 per share, and (iv) one warrant to purchase the Applicable Fraction of 0.2 of one share of Class A common stock at an exercise price of $20.00 per share. The Applicable Fraction was equal to 0.185055707113895 based upon the shares held (or issuable upon exercise of the applicable outstanding warrants) by the Eligible Securityholders as of the record date. The subscription price for each unit was equal to $1.8505 (or $10.00 multiplied by the Applicable Fraction). 6,671,271 subscription rights were subscribed for in the Rights Offering, which closed on November 4, 2021, resulting in the issuance of (i) 1,234,187 shares of Class A common stock, (ii) warrants to purchase 987,645.417802738 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 493,822.7089013690 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 246,911.35445068 shares of Class A common stock at an exercise price of $20.00 per share.rates;

•

~~Mr. Salzberg would purchase,~~the date or dates from which such interest will accrue, the interest payment dates on ~~the same terms as the Backstop Private Placement and the Concurrent Private Placement (each as hereafter defined) in a private placement,~~which such interest will be payable or the ~~Salzberg Private Placement, for an aggregate purchase price~~method of ~~$3.0 million, (i) 300,000 shares~~determination of Class A common stock, (ii) warrants to purchase 240,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 120,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 60,000 shares of Class A common stock at an exercise price of $20.00 per share. The Salzberg Private Placement closed on September 15, 2021.such dates;

•

~~RJB Partners LLC would purchase, in a private placement, or~~ the ~~Backstop Private Placement,~~right, if any, to extend the ~~number~~interest payment periods and the duration of ~~shares of Class A common stock and warrants~~ that remained unsubscribed at the expiration of the Rights Offering subscription period for an aggregate purchase price equal to $45.0 million less the aggregate purchase price received from purchasers of units in the Rights Offering. On November 4, 2021, in the Backstop Private Placement, RJB Partners LLC purchased for an aggregate purchase price of $32.7 million (i) 3,265,813 shares of Class A common stock, (ii) warrants to purchase 2,612,354.58219726 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,306,177.29109863 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 653,088.64554932 shares of Class A common stock at an exercise price of $20.00 per share.extension;

•

~~RJB Partners LLC would~~the manner of paying principal and interest and the place or places where principal and interest will be payable;

•

provisions for a sinking fund, purchase fund or other analogous fund, if any;

•

any redemption dates, prices, obligations and restrictions on the debt securities;

•

the currency, currencies or currency units in ~~a private placement,~~which the debt securities will be denominated and the currency, currencies or currency units in which principal and interest, if any, on the debt securities may be payable;

•

any conversion or exchange features of the debt securities;

•

whether the debt securities will be subject to the defeasance provisions in the indenture;

•

whether the debt securities will be issued in definitive or global form or in definitive form only upon satisfaction of certain conditions;

•

whether the debt securities will be guaranteed as to payment or performance;

•

any special tax implications of the debt securities;

•

any events of defaults or covenants in addition to or in lieu of those set forth in the indenture; and

•

any other material terms of the debt securities.

When we refer to “principal” in this section with reference to the debt securities, we are also referring to “premium, if any.”

We may from time to time, without notice to or the ~~Concurrent Private Placement, on~~consent of the holders of any series of debt securities, create and issue further debt securities of any such series ranking equally with the debt securities of such series in all respects (or in all respects other than (1) the payment of interest accruing prior to the issue date of such further debt securities or (2) the first payment of interest following the issue date of such further debt securities). Such further debt securities may be consolidated and form a single series with the debt securities of such series and have the same terms as to status, redemption or otherwise as the debt securities of such series.

You may present debt securities for exchange and ~~concurrently~~you may present debt securities for transfer in the manner, at the places and subject to the restrictions set forth in the debt securities and the applicable prospectus supplement. We will provide you those services without charge, although you may have to pay any tax or other governmental charge payable in connection with any exchange or transfer, as set forth in the indenture.

Debt securities may bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate (original issue discount securities) may be sold at a discount below their stated principal amount. U.S. federal income tax considerations applicable to any such discounted debt securities or to certain debt securities issued at par which are treated as having been issued at a discount for U.S. federal income tax purposes will be described in the applicable prospectus supplement.

We may issue debt securities with the ~~consummation~~principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by reference to one or more currency exchange rates, securities or baskets of securities, commodity prices or indices. You may receive a payment of principal on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending on the value on such dates of the ~~Backstop Private Placement and for an aggregate purchase price~~applicable currency, security or basket of $30.0 million, (i) 3,000,000 shares of Class A common stock, (ii) warrants to purchase 2,400,000 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 1,200,000 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 600,000 shares of Class A common stock at an exercise price of $20.00 per share. The Concurrent Private Placement closed on November 4, 2021.

~~Each warrant issued in the Salzberg Private Placement, Backstop Private Placement and Concurrent Private Placement has a term of seven years from the date of issuance. Each such warrant may only be~~securities, commodity

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~~exercised~~or index. Information as to the methods for ~~cash, except in connection with~~determining the amount of principal or interest payable on any date, the currencies, securities or baskets of securities, commodities or indices to which the amount payable on such date is linked and certain ~~fundamental transactions, and no fractional shares~~related tax considerations will be ~~issued upon exercise~~set forth in the applicable prospectus supplement.

Certain Terms of the ~~warrants. The warrants are non-transferable, except~~Senior Debt Securities

Covenants. Unless we indicate otherwise in ~~limited circumstances,~~a prospectus supplement with respect to a particular series of senior debt securities, the senior debt securities will not contain any financial or restrictive covenants, including covenants restricting either us or any of our subsidiaries from incurring, issuing, assuming or guaranteeing any indebtedness secured by a lien on any of our or our subsidiaries’ property or capital stock, or restricting either us or any of our subsidiaries from entering into sale and leaseback transactions.

Consolidation, Merger and Sale of Assets. Unless we indicate otherwise in a prospectus supplement with respect to a particular series of senior debt securities, we may not consolidate with or merge into any other person, in a transaction in which we are not ~~listed~~the surviving corporation, or ~~otherwise traded on~~convey, transfer or lease our properties and assets substantially as an entirety to any ~~stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices are subject to adjustment~~person, in certain events, including (i) dividends or distributions of shares of our Class A common stock, (ii) subdivisions, combinations and certain reclassifications of shares of our Class A common stock, (iii) certain additional issuances of Class A common stock or securities exercisable for or convertible into shares of Class A common stock at a price per share less than the market price for our Class A common stock, (iv) distributions of assets other than Class A common stock, or (v) certain repurchases by us.

The Purchase Agreement also subjects RJB Partners LLC to a voting agreement, pursuant to which RJB Partners LLC has agreed to cause all of our voting securities that it or its affiliates under common control hold in excess of 19.9% of the total voting power of our outstanding capital stock, to be voted in proportion to, and accordance with, the vote of all of our stockholders.

~~In addition, the Purchase Agreement contains a customary three-year standstill period during which RJB Partners LLC and any affiliates under common control with RJB Partners LLC may not:~~either case, unless:

•

~~effect, offer~~the successor entity, if any, is a U.S. corporation, limited liability company, partnership or publicly propose to effect, or cause or participate in or in any way knowingly advise, assist or encourage any other person to effect, offer, or publicly propose to effect or participate in: (i) any acquisition in excess of 5% of the issued and outstanding shares of our Class A common stock or any rights to acquire any such securities; (ii) any tender or exchange offer, merger or other business combination with us; (iii) any liquidation or dissolution with respect to us; or (iv) any “solicitation” of “proxies” or consents to vote any of our voting securities;trust;

•

~~form, join or in any way participate in a “group” with respect to any of~~the successor entity assumes our ~~securities;~~obligations on the senior debt securities and under the senior indenture;

•

~~otherwise act, alone~~immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

•

we have delivered to the senior trustee an officer’s certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in ~~concert~~connection with ~~others,~~such transaction, such supplemental indenture, comply with the senior indenture and all conditions precedent provided for in the senior indenture relating to ~~seek~~such transaction have been complied with.

The restrictions described in the bullets above do not apply (1) to ~~control~~our consolidation with or merging into one of our ~~management, board of directors or policies (subject to a carve-out for direct, non-public conversations with~~affiliates, if our board of directors determines in good faith that the purpose of the consolidation or ~~management)~~merger is principally to change our state of incorporation or our form of organization to another form or (2) if we merge with or into a single direct or indirect wholly-owned subsidiary of ours.

The surviving business entity will succeed to, and be substituted for, us under the senior indenture and the senior debt securities and, except in the case of a lease, we shall be released from all obligations under the senior indenture and the senior debt securities.

No Protection in the Event of a Change in Control. Unless we indicate otherwise in a prospectus supplement with respect to a particular series of senior debt securities, the senior debt securities will not contain any provisions that may afford holders of the senior debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control).

Events of Default. Unless we indicate otherwise in a prospectus supplement with respect to a particular series of senior debt securities, the following are events of default under the senior indenture with respect to senior debt securities of each series:

•

failure to pay interest on any senior debt securities of such series when due and payable, if that default continues for a period of 30 days (or such other period as may be specified for such series);

•

~~take any action that would reasonably be expected~~failure to ~~force us to make~~pay principal on the senior debt securities of such series when due and payable whether at maturity, upon redemption, by declaration or otherwise (and, if specified for such series, the continuance of such failure for a ~~public announcement regarding any of the matters set forth in clauses (i)-(iv) of the first bullet above; or~~specified period);

•

~~enter into any discussions~~default in the performance of or ~~arrangements with any third party with respect to~~breach of any of ~~the foregoing.~~

~~Notwithstanding the foregoing, the Purchase Agreement does not prohibit RJB Partners LLC from (i) purchasing any securities~~our covenants or agreements in the ~~rights offering or pursuant~~senior indenture applicable to ~~the Purchase Agreement; (ii) exercising any~~senior debt securities of ~~the warrants in accordance with their respective terms and conditions, subject to the exercise cap described above; (iii) tendering any securities or receiving any consideration in connection with~~such series, other than a bona fide tender offer, merger, consolidation, business combination, stock purchase or other similar transaction or series of related transactions that does not otherwise involve RJB Partners LLC; (iv) announcing how RJB Partners LLC intends to vote on certain matters presented to our stockholders, subject to the voting restriction detailed above; or (v) making any private proposals to our board of directors or management or privately requesting any amendments or waivers to the standstill provision. The standstill terminates on the earlier of the date that: (i)covenant breach which is three years from the date of the Purchase Agreement; (ii) we complete a liquidation or dissolution; and (iii) our Class A common stock ceases to be registered pursuant to Section 12 of the Exchange Act.

~~Pursuant to the Purchase Agreement, we also agreed, among other things, to:~~

•

use our reasonable best efforts to conduct and complete a greenhouse gas emissions inventory survey by December 31, 2021 to aid us in assessing our carbon footprint and be “carbon neutral” with respect to our Scope 1, Scope 2 and Scope 3 emissions from and after March 31, 2022.

•

provide a minimum wage of at least $15 per hour to all of our hourly employees and to use our reasonable best efforts to offer wages to our hourly employees that are at least equal to those wages offered by similarly-sized companies in the business of offering meal kits directly to consumers.

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use our reasonable best efforts to cause our proposed nominees to our board of directors for the 2022 annual stockholders meeting to be composed of individuals such that at least half of the proposed nominees shall be women and at least half of the proposed nominees shall be persons of color.

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specifically dealt with elsewhere in the senior indenture, and that default or breach continues for a period of 90 days after we receive written notice from the trustee or from the holders of 25% or more in aggregate principal amount of the senior debt securities of such series;

•

~~propose~~certain events of bankruptcy or insolvency, whether or not voluntary; and

•

any other event of default provided for in such series of senior debt securities as may be specified in the applicable prospectus supplement.

The default by us under any other debt, including any other series of debt securities, is not a default under the senior indenture.

If an ~~amendment~~event of default other than an event of default specified in the fourth bullet point above occurs with respect to ~~our certificate~~a series of ~~incorporation providing for (i)~~senior debt securities and is continuing under the ~~removal~~senior indenture, then, and in each such case, either the trustee or the holders of not less than 25% in aggregate principal amount of such series then outstanding under the senior indenture (each such series voting as a separate class) by written notice to us and to the trustee, if such notice is given by the holders, may, and the trustee at the request of such holders shall, declare the principal amount of and accrued interest on such series of senior debt securities to be immediately due and payable, and upon this declaration, the same shall become immediately due and payable.

If an event of default specified in the fourth bullet point above occurs and is continuing, the entire principal amount of and accrued interest on each series of senior debt securities then outstanding shall automatically become immediately due and payable.

Unless otherwise specified in the prospectus supplement relating to a series of senior debt securities originally issued at a discount, the amount due upon acceleration shall include only the original issue price of the ~~supermajority vote requirement~~senior debt securities, the amount of original issue discount accrued to ~~remove directors; (ii) a right for one~~the date of ~~more~~acceleration and accrued interest, if any.

Upon certain conditions, declarations of acceleration may be rescinded and annulled and past defaults may be waived by the holders of ~~shares representing~~a majority in aggregate principal amount of all the senior debt securities of such series affected by the default, each series voting as a separate class. Furthermore, subject to various provisions in the senior indenture, the holders of a majority in aggregate principal amount of a series of senior debt securities, by notice to the trustee, may waive a continuing default or event of default with respect to such senior debt securities and its consequences, except a default in the payment of principal of or interest on such senior debt securities (other than any such default in payment resulting solely from an acceleration of the senior debt securities) or in respect of a covenant or provision of the senior indenture which cannot be modified or amended without the consent of the holders of each such senior debt security. Upon any such waiver, such default shall cease to exist, and any event of default with respect to such senior debt securities shall be deemed to have been cured, for every purpose of the senior indenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereto.

The holders of a majority in aggregate principal amount of a series of senior debt securities may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such senior debt securities. However, the trustee may refuse to follow any direction that conflicts with law or the senior indenture, that may involve the trustee in personal liability or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of such series of senior debt securities not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of such series of senior debt securities. A holder may not pursue any remedy with respect to the senior indenture or any series of senior debt securities unless:

•

the holder gives the trustee written notice of a continuing event of default;

•

the holders of at least 25% in aggregate principal amount of such series of senior debt securities make a written request to the ~~voting power~~trustee to pursue the remedy in respect of ~~all~~such event of our outstanding capital stock to call a special meeting of the stockholders; and (iii) the removal of the supermajority vote requirement to amend or repeal provisions in our certificate of incorporation or by-laws (other than those provisions prohibiting our stockholders from taking action by written consent).default;

~~In connection with~~ •

the ~~transactions described above and as a condition~~requesting holder or holders offer the trustee indemnity satisfactory to the consummation of the transactions contemplated by the Purchase Agreement, Mr. M. Salzberg, Barry Salzberg, and RJB Partners LLC and certain of their respective affiliates, elected to convert all of their respective outstanding shares of Class B common stock into shares of Class A common stock, on a one-share-for-one-share basis, effective on September 15, 2021. The Class B common stock was substantially the same as the Class A common stock except Class B common stock had ten votes per share whereas Class A common stock has one vote per share.trustee against any costs, liability or expense;

As a result of these voluntary conversions, pursuant to Section 7.2(d) of Part A of Article Fourth of our restated certificate of incorporation, as amended which provides for the automatic conversion of all outstanding shares of Class B common stock when the outstanding shares of Class B common stock represent less than five percent (5%) of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, all of our outstanding shares of Class B common stock automatically converted into shares of Class A common stock on a one-share-for-one-share basis, or the Class B Automatic Conversion. Immediately following the Class B Automatic Conversion, we had only one class of common stock outstanding, our Class A common stock, and we ceased to be a “controlled company” as defined under New York Stock Exchange listing rules.

~~Registration Rights Agreement~~

Pursuant to the Registration Rights Agreement, we agreed, among other things, to file a registration statement, or the Shelf Registration Statement, before December 3, 2021, with the SEC covering the resale of the shares of Class A common stock and shares of Class A common stock underlying the warrants issued to RJB Partners LLC and Mr. Salzberg under the Purchase Agreement as well as other shares of Class A common stock held by Mr. Salzberg, RJB Partners LLC and Mr. Sanberg as of the date of the Purchase Agreement, which securities we refer to collectively as the Registrable Securities. Further, at any time the Shelf Registration Statement is not effective, subject to the terms and conditions of the Registration Rights Agreement, we are required upon a demand by either RJB Partners LLC or Mr. Salzberg, which demand may be made up to four times each, to file and cause to be declared effective a shelf registration statement registering the resale of the Registrable Securities. In addition, the Registration Rights Agreement provides certain piggyback registration rights to RJB Partners LLC and Mr. Salzberg; however, so long as a Shelf Registration Statement is effective, then, subject to the terms and conditions of the Registration Rights Agreement, we shall have no obligation to allow RJB Partners LLC and Mr. Salzberg to exercise their piggyback registration rights and include Registrable Securities in another registration statement being filed by us.

~~The registration statement of which this prospectus is a part is being filed pursuant to the terms of the Registration Rights Agreement.~~

~~Relationships with Selling Stockholders~~

Mr. Salzberg served as chairman of our board of directors from June 2017 until his resignation on September 15, 2021. Prior to the Class B Automatic Conversion and Salzberg Private Placement on September 15, 2021, Mr. Salzberg had or shared voting power over 54.8% of the total voting power of our capital stock. Based on the combined voting power over our shares of capital stock held by Matthew B. Salzberg and Family Trust Created Under Article V of the Matthew Salzberg 2014 Annuity Trust Agreement, we qualified as a “controlled company” under the rules of the New York Stock Exchange. However, following the Class B Automatic Conversion, we ceased to be a “controlled company.”

Except as described above, including in the footnotes to the above table, the selling stockholders have not held any position or office with, and have not otherwise had a material relationship with, us or any of our subsidiaries within the past three years.

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•

the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

•

during such 60-day period, the holders of a majority in aggregate principal amount of such series of senior debt securities do not give the trustee a direction that is inconsistent with the request.

These limitations, however, do not apply to the right of any holder of a senior debt security of any affected series to receive payment of the principal of and interest on such senior debt security in accordance with the terms of such debt security, or to bring suit for the enforcement of any such payment in accordance with the terms of such debt security, on or after the due date for the senior debt securities, which right shall not be impaired or affected without the consent of the holder.

The senior indenture requires certain of our officers to certify, on or before a fixed date in each year in which any senior debt security is outstanding, as to their knowledge of our compliance with all covenants, agreements and conditions under the senior indenture.

Satisfaction and Discharge. We can satisfy and discharge our obligations to holders of any series of debt securities if:

•

we have paid or caused to be paid the principal of and interest on all senior debt securities of such series (with certain limited exceptions) when due and payable; or

•

we deliver to the senior trustee for cancellation all senior debt securities of such series theretofore authenticated under the senior indenture (with certain limited exceptions); or

•

all senior debt securities of such series have become due and payable or will become due and payable within one year (or are to be called for redemption within one year under arrangements satisfactory to the senior trustee) and we deposit in trust an amount of cash or a combination of cash and U.S. government or U.S. government agency obligations (or in the case of senior debt securities denominated in a foreign currency, foreign government securities or foreign government agency securities) sufficient to make interest, principal and any other payments on the debt securities of that series on their various due dates;

and if, in any such case, we also pay or cause to be paid all other sums payable under the senior indenture, as and when the same shall be due and payable and we deliver to the senior trustee an officer’s certificate and an opinion of counsel, each stating that these conditions have been satisfied.

Under current U.S. federal income tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us. Purchasers of the debt securities should consult their own advisers with respect to the tax consequences to them of such deposit and discharge, including the applicability and effect of tax laws other than the U.S. federal income tax law.

Defeasance. Unless the applicable prospectus supplement provides otherwise, the following discussion of legal defeasance and covenant defeasance will apply to any series of debt securities issued under the indentures.

Legal Defeasance. We can legally release ourselves from any payment or other obligations on the debt securities of any series (called “legal defeasance”) if certain conditions are met, including the following:

•

We deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series cash or a combination of cash and U.S. government or U.S. government agency obligations (or, in the case of senior debt securities denominated in a foreign currency, foreign government or foreign government agency obligations) that will generate enough cash to make interest, principal and any other payments on the debt securities of that series on their various due dates.

•

There is a change in current U.S. federal income tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. Under current U.S. federal

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income tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us.

•

We deliver to the trustee a legal opinion of our counsel confirming the tax law change or ruling described above.

If we accomplish legal defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the event of any shortfall.

Covenant Defeasance. Without any change in current U.S. federal tax law, we can make the same type of deposit described above and be released from some of the covenants in the debt securities (called “covenant defeasance”). In that event, you would lose the protection of those covenants but would gain the protection of having money and securities set aside in trust to repay the debt securities. In order to achieve covenant defeasance, we must do the following (among other things):

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We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series cash or a combination of cash and U.S. government or U.S. government agency obligations (or, in the case of senior debt securities denominated in a foreign currency, foreign government or foreign government agency obligations) that will generate enough cash to make interest, principal and any other payments on the debt securities of that series on their various due dates.

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We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due.

If we accomplish covenant defeasance, you could still look to us for repayment of the debt securities if there were a shortfall in the trust deposit. In fact, if one of the events of default occurred (such as our bankruptcy) and the debt securities become immediately due and payable, there may be such a shortfall. Depending on the events causing the default, you may not be able to obtain payment of the shortfall.

Modification and Waiver. We and the trustee may amend or supplement the senior indenture or the senior debt securities of any series without the consent of any holder:

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to convey, transfer, assign, mortgage or pledge any assets as security for the senior debt securities of one or more series;

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to evidence the succession of a corporation, limited liability company, partnership or trust to us, and the assumption by such successor of our covenants, agreements and obligations under the senior indenture or to otherwise comply with the covenant relating to mergers, consolidations and sales of assets;

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to comply with the requirements of the SEC in order to effect or maintain the qualification of the senior indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

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to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default;

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to cure any ambiguity, defect or inconsistency in the senior indenture or in any supplemental indenture or to conform the senior indenture or the senior debt securities to the description of senior debt securities of such series set forth in this prospectus or any applicable prospectus supplement;

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to provide for or add guarantors with respect to the senior debt securities of any series;

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to establish the form or forms or terms of the senior debt securities as permitted by the senior indenture;

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to evidence and provide for the acceptance of appointment under the senior indenture by a successor trustee, or to make such changes as shall be necessary to provide for or facilitate the administration of the trusts in the senior indenture by more than one trustee;

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to add to, change or eliminate any of the provisions of the senior indenture in respect of one or more series of senior debt securities, provided that any such addition, change or elimination shall (a) neither (1) apply to any senior debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such senior debt security with respect to such provision or (b) become effective only when there is no senior debt security described in clause (a)(1) outstanding;

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to make any change to the senior debt securities of any series so long as no senior debt securities of such series are outstanding; or

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to make any change that does not adversely affect the rights of any holder in any material respect.

Other amendments and modifications of the senior indenture or the senior debt securities issued may be made, and our compliance with any provision of the senior indenture with respect to any series of senior debt securities may be waived, with the consent of the holders of a majority of the aggregate principal amount of the outstanding senior debt securities of each series affected by the amendment or modification (voting as separate series); provided, however, that each affected holder must consent to any modification, amendment or waiver that:

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extends the final maturity of any senior debt securities of such series;

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reduces the principal amount of any senior debt securities of such series;

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reduces the rate, or extends the time for payment of, interest on any senior debt securities of such series;

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reduces the amount payable upon the redemption of any senior debt securities of such series;

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changes the currency of payment of principal of or interest on any senior debt securities of such series;

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reduces the principal amount of original issue discount securities payable upon acceleration of maturity or the amount provable in bankruptcy;

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waives a continuing default in the payment of principal of or interest on the senior debt securities (other than any such default in payment resulting solely from an acceleration of the senior debt securities);

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changes the provisions relating to the waiver of past defaults or impairs the right of holders to receive payment or to institute suit for the enforcement of any payment or conversion of any senior debt securities of such series on or after the due date therefor;

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modifies any of the provisions of these restrictions on amendments and modifications, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each senior debt security of such series affected by the modification;

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adversely affects the right to convert or exchange senior debt securities into Class A common stock or other securities or property in accordance with the terms of the senior debt securities; or

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reduces the above-stated percentage of outstanding senior debt securities of such series whose holders must consent to a supplemental indenture or modifies or amends or waives certain provisions of or defaults under the senior indenture.

It shall not be necessary for the holders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if the holders’ consent approves the substance thereof. After an amendment, supplement or waiver of the senior indenture in accordance with the provisions described in this section becomes effective, the trustee must give to the holders affected thereby certain notice briefly describing the amendment, supplement or waiver. Any failure by the trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver.

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No Personal Liability of Incorporators, Stockholders, Officers, Directors. The senior indenture provides that no recourse shall be had under any obligation, covenant or agreement of ours in the senior indenture or any supplemental indenture, or in any of the senior debt securities or because of the creation of any indebtedness represented thereby, against any of our incorporators, stockholders, officers or directors, past, present or future, or of any predecessor or successor entity thereof under any law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each holder, by accepting the senior debt securities, waives and releases all such liability.

Concerning the Trustee. The senior indenture provides that, except during the continuance of an event of default, the trustee will not be liable except for the performance of such duties as are specifically set forth in the senior indenture. If an event of default has occurred and is continuing, the trustee will exercise such rights and powers vested in it under the senior indenture and will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The senior indenture and the provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee thereunder, should it become a creditor of ours or any of our subsidiaries, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate such conflict or resign.

We may have normal banking relationships with the senior trustee in the ordinary course of business.

Unclaimed Funds. All funds deposited with the trustee or any paying agent for the payment of principal, premium, interest or additional amounts in respect of the senior debt securities that remain unclaimed for two years after the date upon which such amounts became due and payable will be repaid to us. Thereafter, any right of any holder of senior debt securities to such funds shall be enforceable only against us, and the trustee and paying agents will have no liability therefor.

Governing Law. The senior indenture and the senior debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York.

Certain Terms of the Subordinated Debt Securities

Other than the terms of the subordinated indenture and subordinated debt securities relating to subordination or otherwise as described in the prospectus supplement relating to a particular series of subordinated debt securities, the terms of the subordinated indenture and subordinated debt securities are identical in all material respects to the terms of the senior indenture and senior debt securities.

Additional or different subordination terms may be specified in the prospectus supplement applicable to a particular series.

Subordination. The indebtedness evidenced by the subordinated debt securities is subordinate to the prior payment in full of all of our senior indebtedness, as defined in the subordinated indenture. During the continuance beyond any applicable grace period of any default in the payment of principal, premium, interest or any other payment due on any of our senior indebtedness, we may not make any payment of principal of or interest on the subordinated debt securities (except for certain sinking fund payments). In addition, upon any payment or distribution of our assets upon any dissolution, winding-up, liquidation or reorganization, the payment of the principal of and interest on the subordinated debt securities will be subordinated to the extent provided in the subordinated indenture in right of payment to the prior payment in full of all our senior indebtedness. Because of this subordination, if we dissolve or otherwise liquidate, holders of our subordinated debt securities may receive less, ratably, than holders of our senior indebtedness. The subordination provisions do not prevent the occurrence of an event of default under the subordinated indenture.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our restated certificate of incorporation, as amended, our amended and restated by-laws and applicable provisions of Delaware corporate law. You should read our restated certificate of incorporation, as amended, and amended and restated by-laws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

~~As of November 15, 2021, our~~Our authorized capital stock ~~consisted~~consists of 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, 175,000,000 shares of Class B common stock, par value $0.0001 per share, 500,000,000 shares of Class C capital stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

As of ~~November~~October 15, ~~2021, 31,571,024~~2022, 39,578,600 shares of Class A common stock were outstanding, no shares of Class B common stock were outstanding, no shares of Class C capital stock were outstanding and no shares of preferred stock were outstanding. On September 15, 2021, certain of our existing holders of Class B common stock elected to convert all of their respective outstanding shares of Class B common stock voluntarily into Class A common stock, effective immediately. As a result of these conversions, pursuant to our restated certificate of incorporation, as amended, which provides for the automatic conversion of all outstanding shares of Class B common stock when the outstanding shares of Class B common stock represents less than 5% of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, each outstanding share of Class B common stock automatically converted into one share of Class A common stock on a one-share-for-one-share basis. We intend to file a Certificate of Retirement with the Secretary of State of the State of Delaware to retire all shares of Class B common stock that were previously issued and outstanding. As a result, we only have one class of common stock outstanding, our Class A common stock, each share of which is entitled to one vote.

Class A Common Stock, Class B Common Stock and Class C Capital Stock

Annual ~~Meeting~~Meeting.. Annual meetings of our stockholders are held on the date designated in accordance with our amended and restated by-laws. Written notice must be mailed to each stockholder entitled to vote not less than ten nor more than 60 days before the date of the meeting. The presence in person or by proxy of the holders of record of a majority of our issued and outstanding shares entitled to vote at such meeting constitutes a quorum for the transaction of business at meetings of the stockholders. Special meetings of the stockholders may be called for any purpose by the board of directors and shall be called by the chairman of the board or the secretary upon the written request, stating the purpose of such meeting, of the holders of a majority of the outstanding shares of all classes of capital stock entitled to vote at the meeting. Except as may be otherwise provided by applicable law, our restated certificate of incorporation, as amended, or our amended and restated by-laws, all ~~uncontested~~ elections shall be decided by a plurality, and all other questions shall be decided by a majority, of the votes cast by stockholders entitled to vote thereon ~~and voting affirmatively or negatively on such matter~~ at a duly held meeting of stockholders at which a quorum is ~~present, and all contested elections shall be decided by a plurality of votes cast by stockholders entitled to vote thereon.~~present.

Holders of Class A common stock are entitled to one vote for each ~~whole~~ share of Class A common stock held on all matters submitted to a vote of stockholders, holders of Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders, and holders of Class C capital stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. Holders of Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Following the conversion of the outstanding shares of Class B common stock into shares of Class A common stock, which was effected on September 15, 2021, the Class A common stock is our only outstanding class of capital stock.

Historically, our restated certificate of incorporation, as amended, and amended and restated by-laws have provided for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. In 2021, our board of directors and our stockholders approved an amendment to our restated certificate of incorporation, as amended, to declassify our board of directors.

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We refer to this amendment as the Declassification Amendment. The Declassification Amendment became effective in June 2021. In accordance with our restated certificate of incorporation, as further amended by the Declassification Amendment, directors will be elected to one-year terms of office beginning at our 2022 annual meeting of stockholders, such that at our 2024 annual meeting of stockholders, there will be a single class of directors subject to annual election for one-year terms. Prior to the 2024 annual meeting of stockholders, a person elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen. The restated certificate of incorporation, as amended, does not provide for cumulative voting for the election of directors.

No Preemptive of Similar Rights. Holders of Class A common stock, Class B common stock and Class C capital stock are not entitled to any preemptive rights, and are not subject to conversion, redemption or sinking fund provisions, except for the conversion provisions with respect to the Class B common stock and Class C capital stock.

Dividends. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock, Class B common stock and Class C capital stock are entitled, equally, identically and ratably on a per share basis, to receive dividends out of funds legally available if the board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. The board of directors may pay or make a disparate dividend or distribution per share of Class A common stock, Class B common stock or Class C capital stock if such disparate dividend or distribution is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, Class B common stock and Class C capital stock, each voting separately as a class.

Right to Receive Liquidation ~~Dissolution and Winding Up~~Distributions. If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably

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among the holders of Class A common stock, Class B common stock and Class C capital stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock and unless an affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, Class B common stock and Class C capital stock, each voting separately as a class, approve in advance different treatment of the shares of each such class with respect to distributions.

Right to Receive Merger ~~Distributions~~Distributions.. Our restated certificate of incorporation, as amended, provides that, in the event of a consolidation or merger of us with or into any other entity, the distribution or payment in respect of the shares of Class A common stock, Class B common stock and Class C capital stock shall be made ratably on a per share basis among the holders of Class A common stock, Class B common stock and Class C capital stock as a single class, unless the only difference in the per share consideration between the holders of different classes of Class A common stock, Class B common stock or Class C capital stock is that any securities distributed to the holder of a share of Class B common stock have ten times the voting power of any securities distributed to the holder of a share of Class A common stock and that any securities distributed to the holder of a share of Class C capital stock have no voting rights or power.

Third-Party Tender or Exchange Offers. Our restated certificate of incorporation, as amended, provides that we may not enter into any agreement pursuant to which a third party may by tender or exchange offer acquire any shares of Class A common stock, Class B common stock or Class C capital stock, and neither we nor the board of directors may recommend that holders tender shares of Class A common stock, Class B common stock or Class C capital stock into any third-party tender or exchange offer, unless the holders of each of Class A common stock, Class B common stock or Class C capital stock have the right to receive the same amount of consideration on a per share basis as the other classes, unless the only difference in the per share consideration between the holders of different classes of Class A common stock, Class B common stock or Class C capital stock is that any securities distributed to the holder of a share of Class B common stock have ten times the voting power of any securities distributed to the holder of a share of Class A common stock and that any securities distributed to the holder of a share of Class C capital stock have no voting rights or power.

~~Conversion.~~Conversion

. On September 15, 2021, certain ~~of our~~ existing holders of Class B common stock elected to convert all of their outstanding shares of Class B common stock voluntarily into Class A common stock, effective immediately. As a result of these conversions, pursuant to our restated certificate of incorporation, as amended, which provides for the automatic conversion of all outstanding shares of Class B common stock when the outstanding shares of Class B common stock represents less than 5% of the combined voting power

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purchase additional stock; or

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maintain their proportionate ownership interest in ~~us.~~our company.

Holders of shares of the Class A common stock, Class B common stock and Class C capital stock are not required to make additional capital contributions.

Transfer Agent and Registrar. Computershare Trust Company, N.A. is transfer agent and registrar for our Class A common stock and Class B common stock.

Preferred Stock

NoUnder the terms of our restated certificate of incorporation, as amended, our board of directors is authorized to direct the company to issue shares of preferred stock ~~are currently outstanding. Pursuant to our certificate of incorporation, our~~in one or more series without stockholder approval. The board of directors has the ~~authority, without further action by our stockholders,~~discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from ~~time~~seeking to ~~time~~acquire, a majority of our outstanding voting stock.

Anti-Takeover Provisions

Delaware Anti-Takeover Law. We are subject to Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”). Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in ~~one or more series. Our~~a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of the board of directors ~~may designate~~or unless the ~~number~~business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning shares ~~to be included in each such series and to fix the designation, powers, preferences and rights~~representing 15% or more of the shares of each such series and the qualifications, limitations, and restrictions thereof, including dividend rights, redemption rights, sinking fund terms, liquidation preference terms, conversion rights, and voting ~~rights. A series~~power of our ~~preferred~~outstanding voting stock ~~could, depending on the terms of~~and any entity or person affiliated with or controlling or controlled by such ~~series, impede the completion of a merger, tender offer~~entity or ~~other takeover attempt.~~

~~Registration Rights~~

In addition to the Registration Rights Agreement relating to this prospectus as further described in “Selling Stockholders — Description of Transactions with the Selling Stockholders,” we are party to the following registration rights obligations:

~~Investor Rights Agreement~~

Pursuant to our investors’ rights agreement, certain stockholders have the right to request that their shares be included in a registration statement that we are otherwise filing. We refer to the shares held by holders having rights under this agreement as registrable securities. As of November 15, 2021, the holders of approximately 3.8 million registrable securities have rights under this agreement. By registering the shares held by Mr. Salzberg and certain of his affiliated trusts on the registration statement of which this prospectus forms a part, Mr. Salzberg agreed, on behalf of himself and on behalf of his affiliated trusts, that neither he nor his affiliated trusts would have future registration rights under this agreement.

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~~Piggyback Registration Rights~~. Pursuant to the investors’ rights agreement, if we propose to file a registration statement under the Securities Act, other than with respect to a registration related to employee benefit or similar plans or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are also being registered, the holders of all registrable securities are entitled to receive notice of the registration and to include their registrable securities in such registration. The underwriters of any underwritten offering will have the right to limit the number of the number of registrable securities that may be included in the registration statement. The holders of all registrable securities have waived these piggyback registration rights in connection with this offering.person.

~~Expenses of Registration. We are required to pay all expenses relating to any Form S-3 or piggyback registration, other than the underwriting discount, subject to certain limited exceptions.~~

~~Blue Torch Financing Agreement~~

In accordance with the terms of a financing agreement, as amended, or the Financing Agreement, by and among us; Blue Apron, LLC, our wholly-owned subsidiary; certain other subsidiaries of ours as subsidiary guarantors; the lenders party thereto from time to time; and Blue Torch Finance LLC, as administrative agent and collateral agent for such lenders, and in connection with the grant of the warrants thereunder, we agreed, within 30 days after the issuance of the first warrant, to file a shelf registration statement registering the resale of the shares of Class A common stock issuable upon exercise of the warrants on a delayed or continuous basis and to use reasonable efforts to have the shelf registration statement declared effective as soon as practicable after the filing thereof. We further agreed to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such shelf registration statement effective and in compliance with the provisions of the Securities Act. Upon the issuance of each warrant after the effectiveness of the shelf registration statement, we also agreed, no later than 15 days (or 30 days in the case of a registration on Form S-1) after each such issuance, to prepare and file with the SEC such amendments, including post-effective amendments, and supplements to the shelf registration statement (or, alternatively, we will prepare and file with the SEC a new shelf registration statement and use reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof) as may be necessary to register thereunder the resale of all shares underlying such additional warrants. We are required to pay all expenses relating to any registration, other than the underwriting discount, subject to certain limited exceptions.

~~Provisions of Our Restated Certificate of Incorporation, as Amended, Our Amended and Restated By-laws and Delaware Law That May Have Anti-Takeover Effects~~

~~Board~~Staggered Board; Removal of Directors. Historically, our restated certificate of incorporation, as amended, and amended and restated by-laws ~~have~~ provided for a classified board of directors ~~divided as nearly equally as possible into~~consisting of three ~~classes. Each class was elected to a term expiring at the annual meeting~~classes of ~~stockholders held in the third year following the year of such election. As described above, we initiated the formal process of declassifying~~approximately equal size, each serving staggered three-year terms. In 2021, our board of directors ~~in June 2021 with~~and stockholders approved an amendment to the ~~effectiveness~~certificate of incorporation to declassify the board of directors. This amendment is referred to as the Declassification Amendment. The Declassification Amendment became effective in June 2021. In accordance with our restated certificate of incorporation, as ~~further~~ amended by the Declassification Amendment, directors ~~will be~~are elected to one-year terms of office beginning at our 2022 annual meeting of stockholders, such that at our 2024 annual meeting of stockholders, there will be a single class of directors subject to annual election for one-year terms. Prior to the 2024 annual meeting of stockholders, a person elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen. ~~The number of directors comprising our board of directors is fixed from time to time by the board of directors.~~

~~Removal of Directors by Stockholders. Our restated certificate of incorporation, as amended, provides that, subject to the rights of holders of any series of preferred stock, members of our board of directors~~In addition, a director may be removed only for cause and only by the affirmative vote of the holders of at least ~~66 2∕~~66-2/3% of the votes that all ~~the~~ stockholders would be entitled to cast ~~in an~~for the election of directors.

~~Stockholder Nomination~~ Any vacancy on the board of ~~Directors.~~

~~Our amended and restated by-laws provide that~~directors, including a ~~stockholder must notify us in writing of any stockholder nomination of a director, other than a proxy access nomination (as described below), not~~

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earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 daysvacancy resulting from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than the later of (x) the 90th day prior to the date of such meeting and (y) the 10th day following the day on which public announcement of the date of such annual meeting is first made by us.

In addition, under the “proxy access” provision of our amended and restated by-laws, a stockholder, or group of no more than 20 stockholders, owning at least 3% of the outstanding shares of our capital stock continuously for at least three years, may nominate and include in our proxy materials for an ~~annual meeting of stockholders director nominees constituting up to two individuals or 20%~~enlargement of the board of directors, whichever is greater (subject to certain limitations further set forth in the amended and restated by-laws), provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the amended and restated by-laws, including that noticemay be filled only by vote of a ~~nomination be provided to the Company’s Secretary at the principal executive offices~~majority of directors then in office.

The classification of the ~~Company not less than 90 days nor~~board of directors and the limitations on the removal of directors and filling of vacancies could make it more ~~than 120 days prior~~difficult for a third party to ~~the first anniversary~~acquire, or discourage a third party from seeking to acquire, control of the ~~preceding year’s annual meeting.~~

~~No Action by Written Consent. Our restated certificate of incorporation, as amended, provides that our stockholders may not act by written consent and may only act at duly called meetings of stockholders.~~company.

Supermajority Voting. The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or ~~by-laws,~~

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bylaws, unless a corporation’s certificate of incorporation or ~~by-laws,~~bylaws, as the case may be, requires a greater percentage. Our amended and restated ~~by-laws~~bylaws may be amended or repealed by a majority vote of the board of directors or the affirmative vote of the holders of at least ~~66 2∕~~66-2/3% of the votes that all stockholders would be entitled to cast for the election of directors. In addition, the affirmative vote of the holders of at least ~~66 2∕~~66-2/3% of the votes that all stockholders would be entitled to cast for the election of directors is required to amend, repeal, or adopt any provisions inconsistent with any of the provisions of our restated certificate of incorporation, as amended, with respect to ~~our classified~~the staggered board, ~~of directors,~~ quorum of directors, and removal of directors and the provisions of our restated certificate of incorporation, as amended, with respect to special meetings of the stockholders.

Stockholder Action; Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our restated certificate of incorporation, as amended, provides that any action required or permitted to be taken by stockholders must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders. Our restated certificate of incorporation, as amended, and the amended and restated by-laws also provide that special meetings of stockholders can only be called by the chairman of the board, the chief executive officer or the board of directors. In addition, the amended and restated by-laws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to the secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of the voting power of our outstanding voting securities. These provisions also could discourage a third party from making a tender offer for our capital stock, because even if it acquired a majority of the voting power of our outstanding voting stock, it would be able to take action as a stockholder, such as electing new directors or approving a merger, only at a duly called stockholders meeting and not by written consent.

In addition, the amended and restated by-laws contain a proxy access provision that allows a stockholder or group of up to 20 stockholders owning at least 3% of our outstanding shares of common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided the stockholder(s) and nominee(s) satisfy the requirements in the bylaws. Stockholders must give timely written notice to our secretary, in proper form, to include nominees in our proxy materials for an annual meeting.

Choice of Forum. Our restated certificate of incorporation, as amended, provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of us, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of ours to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the ~~DGCL~~General Corporation Law or as to which the ~~DGCL~~General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery, or (4) any action asserting a claim governed by the internal affairs doctrine. Our restated certificate of incorporation, as amended, further provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

~~Delaware Business Combination Statute~~21

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~~. Section 203~~DESCRIPTION OF WARRANTS

We may issue warrants to purchase Class A common stock, preferred stock or debt securities. We may offer warrants separately or together with one or more additional warrants, Class A common stock, preferred stock or debt securities, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the ~~DGCL is~~warrants. The applicable ~~to us. Section 203~~prospectus supplement will also describe the following terms of the DGCL restricts some types of transactions and business combinations between a corporation and a 15% stockholder. A 15% stockholder is generally considered by Section 203 to be a person owning 15% or more of the corporation’s outstanding voting stock. Section 203 refers to a 15% stockholder as an “interested stockholder.” Section 203 restricts these transactions for a period of three years from the date the stockholder acquires 15% or more of our outstanding voting stock. With some exceptions, unless the transaction is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation, Section 203 prohibits significant business transactions such as:any warrants:

•

the specific designation and aggregate number of, and the offering price at which we will issue, the warrants;

•

the currency or currency units in which the offering price, if any, and the exercise price are payable;

•

the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

•

whether the warrants are to be sold separately or with other securities as parts of units;

•

whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a ~~merger~~warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

•

any applicable material U.S. federal income tax consequences;

•

the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

•

the designation and terms of any equity securities purchasable upon exercise of the warrants;

•

the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants;

•

if applicable, the designation and terms of the preferred stock with ~~disposition~~which the warrants are issued and the number of ~~significant assets~~warrants issued with each security;

•

if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock or Class A common stock will be separately transferable;

•

the number of shares of Class A common stock or preferred stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;

•

if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

•

information with respect to book-entry procedures, if any;

•

the anti-dilution provisions of, and other provisions for changes to or ~~receipt~~adjustment in the exercise price of, ~~disproportionate financial benefits by~~ the ~~interested stockholder,~~warrants, if any;

•

any redemption or call provisions; and

•

any ~~other transaction that would increase~~additional terms of the ~~interested stockholder’s proportionate ownership~~warrants, including terms, procedures and limitations relating to the exchange or exercise of ~~any class or series of our capital stock.~~the warrants.

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FORMS OF SECURITIES

Each debt security and warrant will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Unless the applicable prospectus supplement provides otherwise, certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

We may issue the debt securities and warrants in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a global security may not be transferred except as a whole by and among the depositary for the global security, the nominees of the depositary or any successors of the depositary or those nominees.

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in global securities.

So long as the depositary, or its nominee, is the registered owner of a global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the global security for all purposes under the applicable indenture or warrant agreement. Except as described below, owners of beneficial interests in a global security will not be entitled to have the securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture or warrant agreement. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary for that global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture or warrant agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture or warrant agreement, the depositary for the global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

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~~The shares~~Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants, represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security. None of us, or any trustee, warrant agent, unit agent or other agent of ours, or any agent of any trustee, warrant agent or unit agent will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a global security, upon receipt of any payment to holders of principal, premium, interest or other distribution of underlying securities or other property on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of the securities represented by a global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the global security that had been held by the ~~interested stockholder are not counted as outstanding when calculating~~depositary. Any securities issued in definitive form in exchange for a global security will be registered in the ~~two-thirds of~~name or names that the ~~outstanding voting stock needed for approval.~~

~~The prohibition against these transactions does not apply if:~~

•

~~prior~~depositary gives to the ~~time~~relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that ~~any stockholder became an interested stockholder,~~ the ~~board~~depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of ~~directors approved either~~beneficial interests in the ~~business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting stock, or~~

•

~~the interested stockholder owns at least 85% of our outstanding voting stock as a result of a transaction in which such stockholder acquired 15% or more of our outstanding voting stock. Shares~~global security that had been held by ~~persons who are both directors and officers or by some types of employee stock plans are not counted as outstanding when making this calculation.~~

~~Proposed Amendments. Under~~ the ~~Purchase Agreement discussed above, we are obligated to propose amendments to our restated certificate of incorporation, as amended, in connection with our 2022 annual meeting of stockholders to:~~

•

~~permit one or more stockholders, representing at least twenty-five percent (25%) of the voting power of our outstanding capital stock to call a special meeting of stockholders;~~

•

~~eliminate the requirement that the affirmative vote of a supermajority of stockholders be required to remove a director; and~~

•

eliminate the requirement that the affirmative vote of a supermajority of stockholders be required to amend our restated certificate of incorporation, as amended, or our amended and restated by-laws, subject to certain exceptions.

depositary.

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PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time to time by the selling stockholders. The term “selling stockholders” includes donees, pledgees, assignees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges in any market or trading facility on which the shares are traded, or in the over-the-counter market or otherwise, at fixed prices, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The selling stockholdersWe may sell ~~their shares by one or more of, or a combination of, the following methods:~~securities:

•

~~purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant~~ to ~~this prospectus;~~or through underwriters;

•

~~ordinary brokerage transactions and transactions in which the broker solicits purchasers;~~to or through brokers or dealers;

•

through agents;

•

directly to one or more purchasers in negotiated sales or competitively bid transactions;

•

through a block ~~trades~~trade in which the ~~broker-dealer so~~broker or dealer engaged to handle the block trade will attempt to sell the ~~shares~~securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•

~~an over-the-counter distribution in accordance with the rules of New York Stock Exchange;~~

•

~~short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;~~ or

•

through a combination of any of these methods of sale.

In addition, we may issue the ~~writing~~securities as a dividend or ~~settlement~~distribution or in a subscription rights offering to our existing security holders. This prospectus may be used in connection with any offering of ~~options~~our securities through any of these methods or other ~~hedging transactions, whether through~~methods described in the applicable prospectus supplement.

We may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that could be viewed as an ~~options exchange~~underwriter under the Securities Act, and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, ~~otherwise;~~if indicated in the applicable prospectus supplement, on a firm commitment basis.

The distribution of the securities may be effected from time to time in one or more transactions:

•

at a fixed price, or prices, which may be changed from time to time;

•

~~broker-dealers may agree with~~at market prices prevailing at the ~~selling stockholders to sell a specified number~~time of ~~such shares at a stipulated price per share;~~sale;

•

~~one~~at prices related to such prevailing market prices; or ~~more underwritten offerings on a firm commitment or best efforts basis;~~

•

~~in privately~~at negotiated ~~transactions;~~prices.

Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.

The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:

•

the name of the agent or any underwriters;

•

the public offering or purchase price and the proceeds we will receive from the sale of the securities;

•

any discounts and commissions to be allowed or re-allowed or paid to the agent or underwriters;

•

all other items constituting underwriting compensation;

•

any discounts and commissions to be allowed or re-allowed or paid to dealers; and

•

any ~~other method permitted pursuant to applicable law.~~exchanges on which the securities will be listed.

~~In addition,~~If any ~~shares that qualify for~~underwriters or agents are utilized in the sale ~~pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.~~

Toof the ~~extent required,~~securities in respect of which this prospectus ~~may be amended~~is delivered, we will enter into an underwriting agreement or ~~supplemented from~~other agreement with them at the time of sale to ~~time~~them, and we will set forth in the prospectus supplement relating to ~~describe a specific plan of distribution. In connection with distributions~~such offering the names of the ~~shares~~underwriters or ~~otherwise,~~agents and the ~~selling stockholders~~terms of the related agreement with them.

If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

If we offer securities in a subscription rights offering to our existing security holders, we may enter into ~~hedging transactions~~a standby underwriting agreement with ~~broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions~~dealers, acting as standby underwriters. We may ~~engage in short sales of~~pay the Class A common stock in the course of hedging the positions they assume with selling stockholders. The selling stockholders may also sell the Class A common stock short and redeliver the shares to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge or grant a security interest in shares to a broker-dealer, other financial institution or other person, and, upon a default such pledgee or secured parties may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).

In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders in amounts to be negotiated immediately prior to the sale.

In offering the shares covered by this prospectus, the selling stockholder and any broker-dealers who execute sales for the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.standby

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underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

Remarketing firms, agents, underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

•

the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and

•

if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.

Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.

In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.

The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities. In compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member

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~~In order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered~~ or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. ~~The selling stockholders may indemnify any~~independent broker-dealer ~~that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.~~

At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

We will not ~~receive any~~exceed 8% of the proceeds from ~~the sale of shares in this~~any offering ~~although we will receive the exercise price payable upon exercise of the warrants, if such warrants are exercised for cash.~~

~~We have agreed~~pursuant to ~~indemnify the selling stockholders against certain liabilities, including certain liabilities under the Securities Act.~~

~~We have agreed with the selling stockholders to keep the Registration Statement of which~~ this prospectus ~~constitutes a part effective until such time as all of the shares covered by this~~and any applicable prospectus ~~have been disposed of pursuant to and in accordance with the Registration Statement.~~supplement.

LEGAL MATTERS

~~The~~Unless the applicable prospectus supplement indicates otherwise, the validity of the ~~shares of Class A common stock~~securities in respect of which this prospectus is being delivered ~~has been~~will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP.

EXPERTS

The consolidated financial statements of Blue Apron Holdings, Inc. appearing in Blue Apron Holdings, Inc.’s Annual Report (Form 10-K) for the year ended December 31, ~~2020~~2021 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

~~WHERE YOU CAN FIND MORE INFORMATION~~

We file annual, quarterly and current reports, proxy statements and other documents and information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.blueapron.com. Our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

This prospectus is part of a registration statement we filed with the SEC. The registration statement contains more information than this prospectus regarding us and our Class A common stock, including certain exhibits and schedules, in accordance with SEC rules and regulations. You can obtain a copy of the registration statement from the SEC at the SEC’s website listed above. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

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~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~

The SEC requires us to “incorporate” into this prospectus information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this prospectus. Information contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the sale of all the shares covered by this prospectus.

~~(1)~~

~~Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including the information specifically incorporated by reference into the Annual Report on Form 10-K from our~~ ~~definitive proxy statement for the 2021 Annual Meeting of Stockholders~~;

~~(2)~~

~~Quarterly Reports on Form 10-Q for the fiscal quarters ended~~ ~~March 31, 2021~~, ~~June 30, 2021~~ ~~and~~ ~~September 30, 2021, respectively;~~

~~(3)~~

~~Current Reports on Form 8-K filed on~~ ~~January 4, 2021~~; ~~May 6, 2021~~; ~~June 15, 2021~~; ~~June 17, 2021~~; ~~September 15, 2021~~; ~~September 29, 2021~~; ~~October 15, 2021~~ ~~and~~ ~~November 4, 2021, respectively;~~

~~(4)~~

~~Any other filings we make pursuant to the Exchange Act after the date of filing the initial registration statement and prior to effectiveness of the registration statement; and~~

~~(5)~~

The description of our Class A common stock contained in our Registration Statement on Form 8-A filed on June 26, 2017, including any amendments or reports filed for the purpose of updating such description.

A statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or in any other subsequently filed document which is also incorporated in this prospectus modifies or replaces such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

~~You may request a copy of these documents, which will be provided to you at no cost, by writing or telephoning us using the following contact information:~~

~~Blue Apron Holdings, Inc.~~
~~Attn: General Counsel~~
~~28 Liberty Street~~
~~New York, New York 10005~~
~~Telephone: (347) 765-1896~~

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

~~The following table sets~~Set forth below are estimates (except in the ~~various~~case of the SEC and Financial Industry Regulatory Authority (“FINRA”) registration fees) of the amount of fees and expenses to be incurred in connection with the ~~sale~~issuance and distribution of the offered securities, ~~being registered hereby, all of which will be borne by Blue Apron Holdings, Inc. (except any~~other than underwriting discounts and ~~commissions~~commissions.

SEC registration fee	$	11,020
FINRA filing fee		(1)
Printing and engraving		(1)
Accounting services		(1)
Legal fees of Registrant’s counsel		(1)
Transfer agent’s, trustee’s and depositary’s fees and expenses		(1)
Miscellaneous		(1)
Total	$	(1)

(1)

These fees and expenses ~~incurred by~~are calculated based on the ~~selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred~~securities offered and ~~borne by~~ the ~~selling stockholders in disposing~~number of ~~the shares except as described~~issuances and accordingly are not estimated at this time and will be reflected in the ~~prospectus). All amounts shown are estimates except the SEC registration fee.~~applicable prospectus supplement.

SEC registration fee $ 19,202
Legal fees and expenses $ 35,000
Accounting fees and expenses $ 25,000
Miscellaneous $ 5,798
Total $ 85,000

Item 15. Indemnification of Directors and Officers.

Section 102 of the General Corporation Law of the State of Delaware ~~or the DGCL,~~ permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our restated certificate of incorporation, as amended, provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the ~~DGCL~~General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the ~~DGCL~~General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust, or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our restated certificate of incorporation, as amended, provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a

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acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

Our restated certificate of incorporation, as amended, provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with all of our directors and executive officers. These indemnification agreements may require us, among other things, to indemnify each such director for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 16. ~~Exhibits~~Exhibits.

	~~EXHIBIT~~ ~~NUMBER~~ Exhibit No.			~~DESCRIPTION~~Description
1.1*		~~4.1~~	Form of Underwriting Agreement
3.1			Restated Certificate of Incorporation of Blue Apron Holdings, Inc., as amended (incorporated by reference to Exhibit 4.1 ~~to the registrant’s~~of our Registration Statement on Form S-3 (File No. 333-258315), filed with the ~~SEC~~Securities and Exchange Commission on July 30, 2021)
	~~4.2~~3.2			Amended and Restated By-laws of Blue Apron Holdings, Inc. (incorporated by reference to Exhibit 3.1 ~~to the registrant’s~~of our Current Report on Form 8-K (File No. 001-38134) filed with the ~~SEC~~Securities and Exchange Commission on November 4, 2021)
4.1			Form of Senior Indenture
4.2			Form of Subordinated Indenture
4.3			~~Specimen stock certificate evidencing shares~~Form of Class A common stock (incorporated by reference to Exhibit 4.1 to the registrant’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-218425), filed with the SEC on June 19, 2017)Senior Note
	4.4			Form of Warrant issued pursuant to Purchase Agreement (incorporated by reference to Exhibit 4.3 of the registrant’s Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-259677), filed with the SEC on September 28, 2021)Subordinated Note
4.5*			Form of Warrant Agreement
5.1			Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
	23.1			Consent of Ernst ~~and~~& Young LLP, independent registered public accounting firm for Blue Apron Holdings, Inc.
	23.2			Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	~~24.1~~			~~Powers of Attorney (included in the signature pages to the Registration Statement)~~

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Exhibit No.			Description
24.1			Powers of Attorney (included on the signature page to the Registration Statement)
25.1**			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
25.2**			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture
107			Filing Fee Table

To be filed by amendment or by a Current Report on Form 8-K.

To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

Item 17. Undertakings.

~~Item 512(a) of Regulation S-K.~~The undersigned Registrant hereby undertakes:

(a)(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this ~~Registration Statement:~~registration statement:

(i) To

to include any prospectus required by Section 10(a)(3) of the Securities ~~Act of 1933, as amended, or the Securities~~ Act;

(ii) To

to reflect in the prospectus any facts or events arising after the effective date of this ~~Registration Statement~~registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this ~~Registration Statement.~~registration statement. Notwithstanding the foregoing, any increase or decrease in ~~the~~ volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~Commission~~SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective ~~Registration Statement;~~registration statement; and

(iii) To

to include any material information with respect to the plan of distribution not previously disclosed in this ~~Registration Statement~~registration statement or any material change to such information in this ~~Registration Statement;~~registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) ~~above~~ do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the ~~Commission~~SEC by ~~the~~a Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended ~~or the Exchange Act,~~(the “Exchange Act”), that are incorporated by reference in this ~~Registration Statement~~registration statement, or is contained in a form of prospectus filed pursuant to Rule ~~427(b)~~424(b) that is part of this ~~Registration Statement.~~registration statement.

(2)

That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) ~~Each~~

each prospectus filed by ~~the~~a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of ~~this Registration Statement~~the registration statement as of the date the filed prospectus was deemed part of and included in the ~~Registration Statement;~~registration statement; and

(ii) ~~Each~~

each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to

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Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by ~~section~~Section 10(a) of the Securities Act shall be deemed to be part of and included in ~~this Registration Statement~~the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof.~~thereof; ~~Provided~~, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~II-3~~(5)

That, for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~TABLE OF CONTENTS~~

(i)

any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

~~Item 512(b)~~(ii)

any free writing prospectus relating to the offering prepared by or on behalf of ~~Regulation S-K.~~such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii)

the portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

(iv)

any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act:

(i)

the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and

(ii)

each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this ~~Registration Statement~~registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Item 512(h)~~(c)

The undersigned Registrant hereby undertakes to file an application for the purpose of ~~Regulation S-K.~~determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act

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in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

(d)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of ~~the~~any Registrant pursuant to the indemnification provisions described herein, or otherwise, ~~the~~each Registrant has been advised that in the opinion of the ~~Securities and Exchange Commission~~SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ~~the~~a Registrant of expenses incurred or paid by a director, officer or controlling person of ~~the~~such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, ~~the~~such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on ~~December 10, 2021.~~November 7, 2022.

BLUE APRON HOLDINGS, INC.

By:

/s/ Linda Findley ~~Kozlowski~~

Name:

Linda Findley ~~Kozlowski~~

Title:

President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Blue Apron Holdings, Inc., hereby severally constitute and appoint Linda Findley, ~~Kozlowski, Randy J. Greben~~Mitchell Cohen and Meredith L. Deutsch, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Blue Apron Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Linda Findley ~~Kozlowski~~ Linda Findley ~~Kozlowski~~	President and Chief Executive Officer, and Director (Principal Executive Officer)	~~December 10, 2021~~November 7, 2022
/s/ ~~Randy J. Greben~~Mitchell Cohen ~~Randy J. Greben~~Mitchell Cohen	Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	~~December 10, 2021~~November 7, 2022
/s/ Beverly K. Carmichael Beverly K. Carmichael	Director	November 7, 2022
/s/ Jennifer Carr-Smith Jennifer Carr-Smith	Director and Chairperson	~~December 10, 2021~~
~~/s/ Peter Faricy~~ ~~Peter Faricy~~	~~Director~~	~~December 10, 2021~~November 7, 2022
/s/ Brenda Freeman Brenda Freeman	Director	~~December 10, 2021~~November 7, 2022
/s/ Elizabeth J. Huebner Elizabeth J. Huebner	Director	~~December 10, 2021~~November 7, 2022
/s/ Amit Shah Amit Shah	Director	November 7, 2022

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		~~Page~~
~~About This Prospectus~~ABOUT THIS PROSPECTUS			1
	~~Cautionary Note Regarding Forward-Looking Statements~~WHERE YOU CAN FIND MORE INFORMATION			2
	~~Prospectus Summary~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			32
	~~The Offering~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
~~Risk Factors~~			5
~~Use Of Proceeds~~BLUE APRON HOLDINGS, INC.			6
	~~Selling Stockholders~~RISK FACTORS			7
	USE OF PROCEEDS			78
	~~Description Of Capital Stock~~DESCRIPTION OF DEBT SECURITIES			139
	~~Plan Of Distribution~~DESCRIPTION OF CAPITAL STOCK			1918
	~~Legal Matters~~DESCRIPTION OF WARRANTS			2022
	~~Experts~~FORMS OF SECURITIES			2023
	~~Where You Can Find More Information~~PLAN OF DISTRIBUTION			2025
	~~Incorporation Of Certain Documents By Reference~~LEGAL MATTERS			2127
	EXPERTS			27


Title of each class of securities to be registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Class A Common Stock, par value $0.0001 per share	9,724,429(3)	$10.95	$106,482,498	$9,870.93
Class A Common Stock, par value $0.0001 per share	5,252,354.58219726(4)	$10.95	$57,513,283	$5,331.49
Class A Common Stock, par value $0.0001 per share	2,626,177.29109863(5)	$10.95	$28,756,642	$2,665.75
Class A Common Stock, par value $0.0001 per share	1,313,088.64554932(6)	$10.95	$14,378,321	$1,332.88

	Shares Beneficially Owned Prior to Offering(1)				Shares Being Offered		Shares to be Beneficially Owned After Offering(2)
	Class A Common Stock				Class A Common Stock		Class A Common Stock
Name of Selling Stockholder	Number		Percentage(3)		Number		Number		Percentage(3)
Matthew B. Salzberg		3,571,713(4)		11.2%		3,567,353(5)		4,360		*
RJB Partners LLC		15,134,403.51884521(6)		37.5%		15,134,403.51884521(7)		0		—
Joseph N. Sanberg		15,349,946.51884521(8)		38.1%		15,348,696.51884521(9)		1,250		*

SEC registration fee	$	19,202
Legal fees and expenses	$	35,000
Accounting fees and expenses	$	25,000
Miscellaneous	$	5,798
Total	$	85,000